Earth-717: Spider-Man Volume 1
by Over9000Pylons
Summary: An alternate time. An alternate world. With great power comes great responsibility. This is the lesson imparted on sixteen year old Peter Parker in a tragic event he will never forget. With new powers that change the way he sees himself and the world, Peter decides to try to make a difference while having fun doing it, as New York's newest vigilante: the Spectacular Spider-Man.
1. Nobody

Earth-717: Spider-Man Vol 1

Chapter 1: Nobody

As the morning sun slowly rose over the East River and its light started to spill onto the buildings of New York, Peter stared out at the city he called home. He had made sure to leave early so that he could try and get to this spot in time. He was standing on one of the tallest ledges of the Empire State Building, and he felt like he was literally on top of the world.

Peter blinked from behind his mask. After weeks of fiddling with his eyepieces, he finally felt like they were fitted properly. His red and blue costume completely covered his body, and allowed him to fully use his flexibility. He was also wearing his backpack, which had both his civilian clothes and his books stored inside.

After stretching out his arms, Peter then started to jog on the spot.

"Okay, okay. Time to make it happen."

Peter breathed in and out a few times and clapped his hands together. Standing still again, he then looked down at the drop, which was more than three hundred metres.

"I can do that. Right? I can, I can . . . ."

Peter rubbed the back of his head.

"Ugh. Maybe, maybe not? Nah, I mean, sure I can, uh . . . ."

Peter closed his eyes and let out a deep breath, taking a few seconds to calm himself.

"Go time."

As he opened his eyes, he jumped off the edge of the building. His muscles, which were now imbued with superhuman strength, allowed him to leap over a dozen metres into the air. Flattening his body, Peter then started to fall downwards. The wind rippled across his skin as he plummeted towards the Earth. It was a pure adrenaline rush.

"YEAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAH!"

At just the right moment, everything seemed to slow down as his heightened senses kicked in. Allowing his newfound inhuman instincts to guide him, he held out his right hand and pointed it at the closest building. He didn't need to spend time aiming, because, by now, he trusted his senses to keep him safe.

Peter pressed his middle and ring finger against his palm, pushing the trigger on his web shooter. A web line launched out of it at incredible speed, all because of Peter's ingenious mechanical design. The web line latched itself to the nearby building, and Peter closed his fist. Holding his hands together, he then swung forward, letting his web line carry him through the air.

With a wide grin on his face, Peter let go of the web line. His momentum sent him rocketing forward, and he soared over a hundred metres above the cars. He had never experienced such speed before, and was loving every second of it. Holding out his left hand, he fired another web line, and used it to swing again.

Although he knew that he should be heading for a particular destination, he was having far too much fun simply swinging around the city. He had done this before, but he had never felt both so in control and so liberated. Letting go of his web line, he performed an aerial spin as he cleared another several dozen metres.

While Peter had spent his entire life in New York City, the last few months had given him an entirely new perspective on it. Certainly it was just as much the sprawling metropolis it had always been, but he had a greater sense of its character that could only be discovered by someone who saw it from so many unique angles that most never got to see.

He could sense plenty of patterns in the movements of the people and the cars. He saw so many small interactions within a very short time frame. Familiar locations were made brand new by getting to look at them from above, and he was certain that he would never get over the euphoria of literally running up the side of a skyscraper.

The entire city was his playground.

Swinging towards another building, Peter let go of his web line and allowed his momentum to carry him towards the wall. Instead of landing on it, Peter turned himself sideways so that he could wall-run laterally, keeping himself moving forward. As he did, he could see a window washer a few floors below him, who looked up at him in shock.

"Madre de dios!"

Peter gave a playful salute to the man before jumping off the building and shooting another web line. The man put a hand on his head as he watched Peter swing away, still unsure that he was actually seeing what he was seeing. Peter chuckled to himself, happy that he was making an impression. But as he got closer to the ground, his smile faded.

His senses warned him of danger.

Looking down, Peter saw a man burst out of a convenience store with a large bag. One of his hands was inside his jacket. He couldn't see it, but Peter could sense that the man was holding a weapon. Narrowing his eyes, he swung lower, adjusting himself so that he would be right behind the fleeing criminal.

"Yo, buddy! You have breakfast yet?!"

"Huh?"

The thug looked over his shoulder just in time to see Peter's fist coming towards his face.

"Knuckle sandwich, comin' right up!"

The thug was knocked to the floor and left completely dazed. His pistol flew out of his hand and landed on the ground. Peter swung up and onto the top of a nearby street light before firing a web shot that glued the gun to the sidewalk.

"And unlike the money you just tried to steal, that actually was free of charge."

Peter fired a web line at the thug's legs, and then pulled him up into the air. He shouted as he let the bag drop, spilling some of the cash onto the floor. The shopkeeper from the convenience store ran out and looked down at the bag in confusion before seeing Peter. Some of the other pedestrians on the street also stopped to look, with a few of them pulling out their cameras to take pictures.

The thug blinked as Peter hung upside down so he could look into his eyes.

"Where . . . . w-where did you come from?"

Peter shook his head.

"Wrong question."

Peter then gave the thug a quick slap on his cheek.

"The question you should be asking is, where am I going? See the backpack? I'm going to school, which is where you should have gone so that you could avoid such an illegal line of work. Instead, you're likely going to prison, but hey, we all got our flaws, isn't that right?"

"Wha . . . ."

Peter fired a small web shot, shutting the thug's mouth.

"Actually, don't answer that," said Peter. "Probably don't have anything interesting to add to the conversation anyway."

Peter then hopped back up to the top of the street light and crouched as the shopkeeper looked up at him.

"Sorry for the inconvenience sir, especially since you own an establishment that sorta, you know, runs on the exact opposite. I'm sure the cops can take it from here."

"Are you that Daredevil guy?"

"What?! Daredevil? Do I look like Daredevil to you?"

The shopkeeper shrugged.

"I dunno. I've never seen him before. Heard he wears red."

"So what? So does Melisandre."

"Who?"

"Oh, come on. You don't watch . . . . ah, never mind. Not important. Look, I'm not Daredevil, okay? He is a completely different red . . . . guy."

"So who are you?"

Peter stood up.

"Who am I? Why, I'm your friendly neighbourhood Spider-Man!"

Without another word, Peter jumped off the street light and swung down the street as everyone kept their eyes on him. As he fired another web line and swung around a building corner, he heard a loud ripping noise. Looking down, he saw that the left arm strap on his backpack had been torn off by the force of his latest swing.

The backpack then fell off his other arm.

Time slowed again as Peter's senses activated. Holding one arm down and one arm up, he fired two web lines at once. The one going down caught the backpack, while the one going up latched itself to a flag pole that emerged horizontally from the side of a building. Holding onto both web lines, Peter then found himself completely still while dangling in the air.

Blinking, he then looked up and down again to realize that he was basically stuck.

"Awh, man. I suck."

* * *

"Thanks for the ride, Dad."

George smiled at Gwen as she got out of the squad car. She was wearing a green blouse with a black skirt, and had a purple band in her hair. She looked around as hundreds of other kids walked towards the front entrance of Midtown High.

"Call me when you get out," said George.

"I'll text."

After her father pulled away, Gwen turned around and sighed. She took a couple moments to adjust her glasses. Looking to the side, she watched as a rather expensive car pulled up to the curb, and she immediately knew who was being dropped off. A few seconds later, Harry stepped out of the rear passenger side door.

She jumped up and widely waved her left arm. He responded with a dorky smile.

"Don't smile like that."

Harry looked back at his father, who was still sitting behind the driver's seat. Norman was wearing a black business suit and looked at his son with disdain in his eyes.

"If you're going to smile at a girl, do it with confidence," he said, his tone both monotone and intimidating. "Otherwise, don't do it at all."

Harry silently nodded. Norman then looked forward as Harry closed the car door. He gulped as he watched the car drive off. He was so focused on his father that he barely noticed that Gwen had approached him.

"Hey," she said.

"Uh, hey."

"What was that about?"

Harry rubbed the back of his neck.

"Uh, er, nothin'. Nothing. Don't, don't worry about it."

"Look a little . . . . distracted."

"Heh. That's me. Distracted."

Harry then looked over Gwen's shoulder to see Peter emerging from behind the side of the school, wearing a blue shirt, brown pants and his backpack. Harry raised an eyebrow, because the only thing back that way was a fence and some bushes. Peter then stumbled onto the sidewalk. Gwen was in the middle of talking about something when she realized that Harry wasn't paying attention.

"Harry?"

"Peter," said Harry.

Gwen looked over her shoulder to see Peter approaching them.

"Hey, you!" said Gwen.

Gwen held out her arms to the side. Peter stood still and blinked, seemingly unsure of what to do. After a couple awkward seconds, she instead placed her hands on his shoulders. Harry frowned.

"You okay?" asked Gwen.

"Yeah," said Peter.

Gwen then narrowed her eyes as she noticed a strange white patch on the left arm strap of Peter's backpack.

"What's that?"

"Uh, tape. I dunno. Weird tape. My aunt had it lying around."

Peter shrugged and scratched the back of his head. Gwen raised an eyebrow.

"You sure you're okay?"

"Just, uh, just a bit, distracted, I guess."

"Uh huh. Haven't heard that one today. Come on."

Gwen started to walk towards the entrance. Peter and Harry followed after her. Harry held out his fist to Peter, who promptly pressed his own fist against it.

"So why did you come from behind the bushes?" asked Harry. "Sleep in the fields last night? Decided to become one with the Earth?"

"Ah, thought I, uh, I lost something back there. Didn't, didn't find it."

"Can't possibly imagine why."

Peter, Gwen and Harry walked through the front entrance and into the foyer. The three of them stopped as they looked around at the chaos that was their high school.

"Another day, another dollar," said Peter.

"Sure," said Gwen. "Except we don't get any dollars."

"But I guess that 'another day, another panic attack' doesn't have the same ring to it," said Harry.

The three of them simultaneously sighed.


	2. Midtown High

Earth-717: Spider-Man Vol 1

Chapter 2: Midtown High

The bell finally rung. Freedom.

"See you all tomorrow," said the teacher, her words falling on deaf ears.

Peter and Harry scrambled out of the classroom along with the rest of the students. As they did, a girl with shoulder length brown hair, a blue and purple splash shirt, jean shorts, thigh high black stockings, a satchel and black laced boots shoved past, hitting both of their elbows as she moved between them.

"Hey," said Harry. "Watch it, freak!"

"Piss off," said the girl, storming away.

Harry scoffed.

"Lily Madison," he said. "Queen of the weirdos."

"Eh," said Peter. "Anti-social maybe, but, no weirder than we are."

"She has no friends."

"Neither do we."

"True."

Harry then narrowed his eyes.

"What? Got a crush or something?"

Peter shook his head.

"Nah, no! No! Not, no. No. Definitely not. No. No."

"Awh, really?" asked Harry. "Her? Lily?! Why do you always like the creepy girls?"

"What?! Since when?"

"Since always."

"You have no idea what you're talking about."

"How long?"

Peter shrugged.

"How long?"

"Oh, I dunno," said Peter. "Just, uh, saw her last week in class and, like, maybe, maybe it was her hair, or, or something else, or, uh . . . . she draws."

"She draws?"

"I don't know, man! I just, I just think she's kinda, ah . . . . cute."

Harry laughed.

"Oh shit!"

"Shut up!"

Harry put on a mischievous smile.

"I'm telling Gwen."

"You are not telling Gwen!"

"I'm totally telling Gwen."

"I will hurt you!"

"Won't stop me."

"Harry!"

Harry laughed as Peter opened his locker and stuffed some of his books into it. Several pictures were taped on the inside, including one of himself, Gwen and Harry at a baseball stadium, a poster for _Star Wars Episode VII: The Force Awakens_ , and an image of Tasha Stark flying over New York in her red and gold Iron Maiden costume.

"Eh," said Peter. "Probably won't feel the same way in a month. Why is puberty so annoying?"

"Ask Mister Warren," said Harry.

Peter looked at Harry with an uneasy face as he thought about their science teacher.

"Yeah, you're right," said Harry. "He's a creep. Don't do it."

"Besides, my aunt is 'introducing' me to someone soon. Kill me now."

"Introducing? To who?"

"To some niece of this lady, Anna. She lives right next door."

"Her niece?"

"Yeah. Yeah, uh, May said, um, something about her niece coming to live with her. I think she gave me more details, but honestly, I wasn't paying much attention. But then she tells me a couple days ago, oh, you remember Anna Watson's niece? She's moving in at some point this week, and I'm introducing you! Like, what does that even mean?"

"Sounds like a rough time, man."

Shutting the locker, Peter and Harry then made their way to the cafeteria. Hundreds of students were milling about, heading for the various tables. Gwen was already sitting at the table they always went to, and was scrolling through her phone. She barely noticed as Peter and Harry sat across from her. Harry snapped his fingers near her face to catch her attention.

"Oh," said Gwen, looking up. "Hi. Hey."

She put down her phone and started to eat some pasta out of a tupperware container in front of her. Peter pulled a sandwich out of his bag.

"Not getting anything with me?" asked Harry.

"Got no money, man," replied Peter.

"Alright, alright, be right back."

Harry stood up and walked towards the food counter. Peter sullenly took a bite of his sandwich as Gwen spun her pasta around with a plastic fork. They glanced at each other and sighed. Putting his sandwich down, Peter then placed his elbows on the table and looked to the side. He could see Lily Madison sitting by herself at a table across the room.

He had seen her around the school many times before, and she had always been a loner. She had her earphones in her ears, a Thermos full of soup at her side, and she was drawing in one of her notebooks. She clicked the tips of her boots together a few times as she drew, before taking a quick sip of her soup.

Peter completely lost track of himself as he looked at her profile.

"Pete?"

Peter blinked and turned back to Gwen.

"Hmm?"

"Lost in space?" she asked, before shoving another helping of pasta into her mouth.

"Uh, y-yeah, yeah, I guess."

"How was English?"

"Eh. Wondering why exactly we're reading _The Scarlet Letter_."

"What does Harry think of it?"

"No idea. He's not reading _The Scarlet Letter_."

Peter and Gwen shared a laugh.

"Sounds like Harry," said Gwen. "He always wonders why his grades are crap. Well, between you and me, I'm not wondering."

"Don't say that to his face."

Gwen pursed her lips.

"That's why I said between you and me."

Gwen then sat back and went silent as Harry returned with a tray. He sat next to Peter, who felt a bit of sweat start to fall down his temple as he saw two slices of pizza, a bag of chips and a Coke can on it. He then looked down at his meagre sandwich and internally screamed at his depressing lack of funds. Harry then held out one of the slices to him.

Peter imagined a tear starting to form in the corner of his eye.

"For me?"

"Yeah, man," said Harry. "Come on, you know I got a small stomach. Got a second one for you. That sandwich was looking pretty sad."

Peter took the slice of pizza and looked upon it like it was a national treasure. He then glanced at Gwen and frowned.

"None for Gwen?"

"She doesn't want any."

"Yeah," said Gwen. "Trying to eat healthier for the last two weeks. Remember?"

"Oh," said Peter. "Right, right. How's that going?"

Gwen sighed and looked down.

"I'm hungry a lot more."

Peter took a bite of his slice.

"Sorry," he said.

Then, a voice that Peter wished he never had to hear again came from behind him.

"Yeah, you better be sorry! For existing, Parker!"

Peter let out a loud sigh. He didn't even need to turn around to sense Flash Thompson approaching him from behind. As always, he was followed by his two constant companions: his girlfriend, Liz Allan, and his best friend, Kenny Kong. Flash and Kenny chuckled in unison, while Liz stayed silent.

Harry looked over his shoulder at the three of them, but Peter didn't move.

"What?" asked Flash. "Ignoring your old buddy?"

Gwen bit the inside of her lip. Peter felt his heart rate climb as his senses kicked in.

"We're not buddies, Flash."

"Sure we are! Old buddies . . . ."

Peter could sense the miniature movements in Flash's muscles, and he knew exactly what he was going to do. He was going to try and grab Peter's hair and slam his face down against the table. Peter could see it all play out in his mind in less than half a second. He knew that he could easily dodge the attack and humiliate Flash.

And, at the moment, he really couldn't care less if it was something he shouldn't do.

He could already see it. He avoids Flash's arm, allowing him to slam his fist into the table. Flash's knuckles crack and bleed all over the place, and he cries out for his mother. Liz shrieks. Kenny faints. Gwen pulls pom poms out of thin air and cheers. Sunglasses materialize on Harry's face as he throws several hundred dollar bills at his friend.

And a certain Lily Madison looks up from her drawing, and after watching his incredibly brave and masculine act, promptly falls in love with him on the spot.

It was the perfect fantasy.

That is, until he remembered something that someone very important said to him only a few short months ago. Something that reminded him that no matter how satisfying such an action may be in the moment, that it wasn't the right thing to do.

So Peter stayed still as Flash grabbed him by the hair and slammed his face into his pizza slice.

Gooey.

Kenny grabbed at his gut as he laughed. Peter pulled the pizza off his face, with a couple bits of stretchy cheese connecting his skin to the slice. Gwen and Harry both frowned at him. Liz folded her arms and scowled.

"FLASH!"

Flash looked at Liz and shrugged.

"What?"

"Stop it! Haven't you tormented the poor kid enough?"

"Pfft."

"Better listen to your lady, Thompson."

Peter, Gwen, Harry, Flash, Liz and Kenny all turned to look at the source of the new voice. He was standing only a couple metres away. He was a black kid as tall and muscular as Flash, and he had both of his hands in his pockets of his dark grey jacket. He narrowed his eyes as he stared at Flash. He didn't need to say that he wasn't afraid of anything, because his facial expression said it all.

"You touch him again, and I'll break your arm," said Eddie.

"Oh, whatever, Brock. That all you got, huh? Threats?"

"Won't be a threat next time."

Flash waved his arm down.

"Screw you."

Flash then walked away, with Kenny following after him. Liz quickly looked down at Peter.

"I'm sorry."

Liz then followed after the other two. After they were gone, Eddie walked up to their table.

"Eddie!" said Gwen, getting up from her seat.

Eddie gave Gwen a hug.

"Hey, cutie."

He then sat down next to Gwen. Peter and Harry both smiled at Eddie as he pulled out a napkin and handed it to Peter.

"Thanks," said Peter, as he started to wipe his face.

Eddie then gave Harry a quick nod.

"Osborn."

"Hey, man," said Harry.

"I really cannot leave you guys alone for two minutes, can I?"

"Guess not," said Peter, Gwen and Harry in unison.

The four of them laughed together. When none of them were paying attention, Lily lowered her pencil and glanced over at their table.

* * *

After web swinging all the way home to his apartment in Queens, Peter did a quick change back into his civilian clothes behind the building. He then went through the front entrance and raced up the stairs to his floor. Unlocking the door, he saw Aunt May, in her workout clothes, jumping rope in the living area.

She had moved the couch and ottoman to the side of the room so that she wouldn't hit anything with her rope. The only thing she hadn't moved was the sofa chair, which had always been in the exact same place.

"Hey," she said, not breaking her jumping rhythm.

"Yo," said Peter, closing the door. "What's this? Olympic training?"

"Yeah. Silver medal, comin' up."

Peter chuckled.

"No, smartass," said May. "What, I'm not allowed to keep in shape?"

Peter held up his hands.

"I didn't say that. I didn't say anything."

"Uh huh."

May stopped jumping as Peter opened the door to the fridge. She went to the counter and grabbed her water bottle. After taking a large sip, she looked over at Peter.

"Looking for something?" she asked.

"Food."

"There's food in there, genius."

"But like . . . . food I want."

May walked up to Peter's side and then glanced at his face.

"Hey. Did something happen at school today?"

"What? I don't . . . ."

May interrupted Peter by placing her hand on his forehead, closely looking at his skin.

"Looks like you got a little bruise there. Flash?"

Peter sighed as he closed the fridge door.

"Yeah."

"Was it a fight?"

"No, no fight. Just a quick . . . . Eddie stopped it before it got bad."

"You know, you can't rely on Eddie forever. I love the kid for trying to protect you all these years, but you gotta learn to stand up for yourself. You won't have someone like Eddie when you go to college, or when you get a job. But there will be people like Flash. Maybe they won't try to punch you in the face, but they will try to keep you down. And you need to know how to deal with that."

Peter rubbed the back of his neck.

"Yeah."

May smiled as she then assumed a boxing pose.

"Was thinking of taking up boxing. Maybe I could show you a few moves."

Peter and May laughed as she tossed a few fake punches.

"Just in case anything ever . . . ."

May paused.

". . . . happens."

Both of their smiles instantly faded. Peter then glanced at the counter, where he could see a family photo. It showed Peter just over a year ago, standing in a park with May. She was laughing, and had her hand on his right shoulder. Standing next to her was a man the same age as her, with a wide grin on his face. His hand was on Peter's left shoulder.

Peter looked away from the photo and back to May. Letting out a deep sigh, she then reached out and placed her hand on the back of his head. Peter closed his eyes as May pulled him in for a hug.

* * *

"Uploading files."

Otto grinned to himself as he held his cup up to his mouth using one of his titanium tentacles. The three metallic pincers on the end of the tentacle held the cup completely still. He quite appreciated this fact, because his real hands were prone to being rather unsteady. He set the cup back down on his desk as the images appeared on his array of monitors.

Otto was sitting in a chair in front of the control station of his secret laboratory. There were numerous computers, a dozen screens arranged in a rectangular pattern, and various pieces of scientific equipment. The lab was underground, being powered by special generator of Otto's own design. The lab was completely dark outside of the light coming from the monitors. He had no need for light because his customized goggles made everything visible to him.

New images appeared on the various monitors, all of them of Spider-Man. Some of them showed him swinging through the city, while others showed him crawling along the walls of buildings. Then, a video appeared, allowing Otto to see exactly how Spider-Man moved. He watched as the colourful vigilante let go of a web line, performed an upside down aerial pirouette, grabbed a street light with one arm, and then heaved himself back into the air before firing another web line.

"Strength. Agility. Flexibility."

Otto smirked.

"There's no doubt."

The mechanized voice filtered through the computer again.

"What should I do now?"

Otto places his hands together before responding.

"Bring him to me."


	3. Uncertainty Principle

Earth-717: Spider-Man Vol 1

Chapter 3: Uncertainty Principle

Four Months Ago

"Welcome, students of Midtown High Secondary School."

Peter, Gwen, Harry and Eddie were all standing in a group together at the base of one of the labs in Oscorp Tower. They were amongst a class of sixty students, with Flash, Liz, Kenny and Lily also present. Mister Warren was leading the group. Everyone was now looking up at one of the higher levels of the lab, where Norman was standing.

"My name is Norman Osborn, and I am the CEO of Oscorp, one of the leading scientific development companies in the world. I am quite honoured to get the opportunity to welcome you personally to Oscorp Tower, where hundreds of the best scientists and engineers conduct research that is not only reshaping our present, but creating our future."

Norman started to walk down the steps from the higher level. He briefly glanced at Harry before he resumed his speech.

"When I started this company, I did so with the hope that I would be able to provide a solid financial foundation for my future family. Honestly, that was my first goal. My father, Stanley Osborn, he was, he was a spiteful man. He resented the world because he thought it had failed him. Failed to provide what he needed to be successful in his life."

Norman shook his head.

"What he didn't realize is that he wasn't entitled to anything. He thought the world owed him what he never earned. I vowed to never follow my father's path, and look where it's gotten me."

Norman held out his hands, gesturing at the entire lab.

"I hope that, beyond what you learn here today about physics and chemistry and biology, that you also learn that anyone, including each and every one of you, truly does have the opportunity to forge your own future in this world. But only if you seize it for yourself, on your own terms, and using your own merits. And on that note, I hope you all enjoy your day here today."

Norman then gave a short bow as the students clapped.

"I will now allow one of my assistants to guide your tour. Good day."

Flash folded his arms as Norman walked away.

"Whatever. We're only here cause Osborn's dorky son is in our class."

Harry frowned.

"I wanted to go to the Baxter Building," said another student.

"Settle down," said Mister Warren. "No talking during the tour. And Mister Thompson, you'll mind your manners and your tone. We're guests here at Oscorp, and you will act accordingly."

Flash rolled his eyes.

"Whatever," he whispered.

Liz gave Flash a quick elbow in the ribs. As one of the Oscorp employees led the group through the labs and started explaining the various projects, Peter leaned in towards Harry so they could whisper as they walked.

"I think this is awesome," said Peter.

"Yeah, it's crazy," said Harry.

"I'm with Peter," said Gwen. "This is awesome."

"Man, I'm with Osborn," said Eddie. "This is crazy."

"Shhh!"

The group quieted down as they continued to look at the project labs. The assistant was droning on about some of the work, but Peter was too busy staring at the science on display to listen to her. He could see people doing exactly what he one day hoped he would do, which was to perform science experiments and get paid for it.

The tour had been going on for a full hour, and Peter was so entranced by his surroundings that he almost didn't hear the alarm go off.

"Alert! Biohazard detected. Alert! Biohazard detected. Specimens have escaped from the genetics labs. Please evacuate floors sixty to sixty-five to allow for security procedures."

Peter blinked and looked around as the students started to panic.

"Alright, everyone," said the assistant, holding up her hands. "Please remain calm. We'll be moving to the stairs immediately per evacuation procedure."

"Come on now, guys," said Mister Warren. "No pushing!"

The students were ushered down the hall and towards the stairs. As they were being moved, a squad of heavily armoured Oscorp Security guards rushed past them. Each one had a gas mask, full tactical gear, and an assault rifle. Some of the students quivered upon seeing them.

"Everyone relax," said the assistant. "Oscorp Security Forces are some of the best trained private troops in the country. They're here for our safety."

"Troops?" said Flash. "Who needs troops in a nerd house?"

Peter looked over his shoulder as the guards ran down the hall. The students were then led into the stairway, where they were brought down a couple of levels. The assistant then congregated them in another hallway.

"We're going to remain here until I get an update on the security situation," said the assistant. "Once again, please remain calm. This will all be over shortly."

Harry started hyperventilating. Gwen noticed and placed a hand on his shoulder.

"Harry? You alright?"

"Hey, man," said Eddie. "Come on, stay with us."

The two of them were so focused on Harry that they barely noticed Peter. He pressed his back against the glass wall of the tower, which was completely transparent. He gulped and felt a couple drops of sweat falling down his temple. He was so anxious and consumed in his own thoughts that he did not notice a small spider crawling down the glass towards him.

* * *

Lily sighed as she tossed her bag to the side of her room. After shutting the door, she then flopped down on the bed and stared up at the ceiling. She placed her hands behind her head as she thought about her recent assignment. Glancing at the door, she looked at the poster of Doctor Doom that had always been there.

It had been some time since Doom had contacted her, although she was not surprised by that at all. After the Skrull occupation of Earth, Doom, and by extension, Latveria, had been invited by the new United Nations to rejoin, along with the other countries of the Cabal that had aided his takeover attempt. Since then, he had been very busy.

While Lily was sure that he would call her when he needed her, she had grown somewhat restless. She was fairly certain that Doom wouldn't mind if she took some jobs on the side for a bit of extra cash in the meantime. Using her dark net connections, she managed to put out an advertisement for her services as a metahuman for hire.

It didn't take long for someone to take her up on her offer.

In truth, she did not know much about the man she was working for. She had only been provided a codename: Doctor Octopus. Weird enough, Lily thought, but not all that crazy considering how many people in the world had codenames nowadays. And the initial job was easy: to find and take pictures of another metahuman that had been spotted in New York in the past couple months.

A man in a red and blue costume with the powers of a spider.

Lily found him quickly enough. But as instructed, she had kept her distance, and taken the photos. Even a couple videos. She had no idea who he was or why Doctor Octopus wanted to know more about him, but she honestly didn't care. Doctor Octopus had already sent a down payment for her services, and it was a very healthy sum in her eyes.

But now, he wanted her to capture Spider-Man, alive if possible, but dead was perfectly fine. She at least needed to get a proper genetic sample from him, and then deliver his body. Lily had no qualms about anything she had to do; after all, she had done far worse in the service of Doctor Doom, such as when, after her attempt to kill the Human Torch and the Thing, he had sent her to assassinate a Skrull agent he had identified that had been impersonating an Italian dignitary.

Lily vaporized the Skrull with her laser cannon, and she would be lying if she said that she didn't enjoy the feeling.

But after her altercation with Iron Maiden, things had gotten quiet for Lily. Since she wasn't with Doom for the time being, she didn't have anything to distract her from her boring life as a high school student. She thought back to the cafeteria, where she saw Peter Parker, Gwen Stacy, Harry Osborn and Eddie Brock talking and laughing together.

Even the unpopular kids had friends they could talk to. Lily's only friends were online. She knew that part of that was her own fault, but she couldn't help but wonder if things might have ever been different for her.

She was snapped out of her thinking by the sound of her mother's voice coming from downstairs.

"Honey!" yelled Marla. "I'm going out to Edith's! I'll be back late!"

"Okay, mom!"

Lily waited until she heard the front door close. Now it was time.

She got off the bed and ran over to her closet. Pulling it open, she then crouched down to the floor. After moving a large pile of clothes out of the way, she found the small latch she had built into the floorboards. Pulling it up, it revealed that her suit was stowed away inside, disassembled. Lily smirked as she looked down at it.

Stripping off to her underwear, Lily then slipped into the skin-tight purple under-suit. She then took each piece of the armour and latched it into place, including pieces for her arms, legs, breasts, stomach and rear. Picking up the helmet, she tapped a button on the back of it that enlarged it so it could fit over her head.

Once she put it on, she tapped the button again, and it locked into place. As her internal heads-up display activated, she walked over to the window. Looking around to ensure that she couldn't see anyone, she then opened the window and stepped onto the sill. Jumping out, she then activated her thrusters and flew into the sky.

* * *

With the school day done, and after leaving his backpack on an empty roof to retrieve later, Peter found himself leaping through the city. He was rarely using his webs this time around, because he wanted to develop his free-running abilities. While being able to run across the buildings of New York was a lot easier when your legs were strong enough to propel you a couple dozen metres into the air, that only made it all the more fun.

Several people stared at him in awe as he ran past their windows or leaped over their heads. He eventually landed on the side of a building and clung to it with one hand and one foot. Looking across the street, he could see the recently christened Avengers Monument, that had ten metre tall statues of Captain America, Iron Maiden, Thor, the Hulk and Ms. Marvel all in heroic poses.

Peter smiled as he looked at the statues.

"Hey guys," he said. "Lookin' fine, Cap. And Carol, woo! Nice. Thor, good form with the hammer. I like it. And Hulk, well . . . . you just keep doing you, man."

Peter then looked at the statue of Tasha. He sighed and blushed simultaneously.

"Miss Stark. You probably got no idea I exist. I'm . . . . I'm a nobody compared to you. Compared to most people. But . . . . I, uh, I know you can't, like, hear me or whatever. But, but I just wanted to tell you that, that you inspire me. All of you guys inspire me. But Miss Stark, you most of all. Cause, cause you don't have any powers. You just have your mind. Your power is intelligence. Your power is science. And that's . . . . that's what I want my power to be some day."

Peter cleared his throat.

"Well, one of my powers anyway. I got, like, spider powers, now. Probably not that interesting, I know. But, come on, getting to crawl on walls is kinda cool, right? Right? Yeah, I know, you'd probably think it's lame or something. Ugh. I don't think I'll ever be one of the greats. But I sure am gonna try."

Peter chuckled.

"And who knows? Maybe some day, someone will actually know who the hell I am!"

At that exact moment, Peter's senses went off like a flare. He couldn't see the danger, but he knew that he needed to jump off the building right away. He did, and narrowly dodged a slash from an energy blade.

"WHOA!"

Peter did a somersault upwards and landed back on the wall. He then got a good look at his attacker, who was wearing a blue and purple armoured suit. The armour was relatively thin, clearly revealing that the wearer was a woman. She was wearing a helmet that covered her face, and was hovering using four elongated booster jets arranged in an X pattern.

"Hey, bud . . . . girl! Don't know what I did to deserve that, but I'm sure there are easier ways to meet people! Ever heard of ?"

Lily scowled underneath her helmet. Her internal heads-up display scanned his physiology, and her targeting system locked on to him.

"So who are you, anyway?" asked Peter.

Lily equipped her arm laser.

"Just a professional doing a job, Spider-Man."

Lily aimed her arm forward and fired a laser blast, which Peter also dodged.

"You know my name?! That's awesome!"

Lily fired another laser shot, and this time, Peter jumped forward. He then fired a quick web line and swung around the building's corner, moving out of her line of sight. Groaning, Lily then transitioned out of hover mode and flew around the corner. Peter was nowhere to be seen, and she moved her head side to side to try and locate him.

"Hey, Purple Wonder!"

Lily looked upwards to see Peter peering over the edge of the roof.

"Yoohoo!"

Clenching her fists, Lily then boosted straight up until she was level with him. He crouched on the building's edge and tilted his head to the side.

"So, you know me, and to be honest, I am absolutely flattered. Not too fond of the whole shooting lasers at me thing, but at least I know I'm important. So . . . . any chance I could actually get your name before you try to kill me again?"

Lily furrowed her brow.

"Please?" asked Peter.

Lily rolled her eyes and sighed.

"I'm called the Beetle."

"The Beetle, huh? Well, I guess we're not really that different then. You're an insect, I'm an arachnid. I mean, most people think spiders are insects anyway! Hey, fun fact! Did you know that there are approximately four hundred thousand species of beetle in the world? Crazy!"

"I don't care."

"Why not?!"

Lily yelled as she fired a laser blast at him. Peter performed a swift backflip, moving out of the way. Equipping her energy blades on both wrists, Lily charged directly for him and swiped down vertically, but Peter spun around on his foot to move out of the way.

"Too slow."

Lily sliced horizontally, but Peter jumped over her and landed behind her.

"Too low."

Yelling in frustration again, Lily fired off a laser blast at Peter, who cartwheeled out of the way.

"Come on! Thought you said you were a professional!"

Lily felt her blood start to boil. Peter then placed a hand on his chin for a moment before snapping one of his fingers.

"Oh, I get it! You want a bit of sport before you catch your prey, is that it? If that's the case, follow me!"

Peter then leaped off the side of the building before launching a web line. Lily took in a deep breath to try and calm herself before flying after him. Peter rapidly used up web lines both to avoid getting too close to the ground and to try and put some distance between him and his opponent. Operating mostly on instinct, a small semblance of a plan then started to form in his mind.

Lily increased her speed with her booster jets. Grinning, Peter then tugged hard on the web line he was holding onto with his left hand before letting up. He was then jettisoned in that direction, soaring straight into the space between two buildings. He moved so fast that Lily didn't have time to adjust her flight, rocketing past him and having to force herself to a halt before turning around.

She went back to the buildings Peter had disappeared between, which were medium-sized residential apartments. She flew into the alley, moving as fast as she could given the lack of space. She turned left at the corner, only to gasp as she ran straight into a large web that had been weaved between the walls.

"AGH!"

Lily found herself hopelessly stuck to the silky threads, unable to wrestle herself free. Peter, who was on the wall nearby, looked down at her and shook his head.

"I would make some joke about you being into kinky stuff, but there might be kids listening."

"You actually think you're something, huh?" asked Lily. "I've already beaten Iron Maiden in a fight. What do you think I'll do to you?!"

"You fought Tasha Stark?! Now I have to defeat you as a matter of honour!"

Lily then activated her electromagnetic pulse. Closing her fists and holding in her limbs, her armour components started to glow. Peter raised an eyebrow, but a moment later, his senses flared off again. Jumping away and using a web line to move even further, he watched as a purple sphere of electricity emitted from Lily's body, incinerating the web and singing the building walls around her.

She then stared at Peter with pure rage in her eyes.

"Sweet trick!" said Peter, giving her a thumbs up.

Lily flew towards him and fired a wrist rocket. Peter let go of his web line, dropping out of the way and allowing the rocket to harmlessly explode in the air. He then launched another web line that sent him in the opposite direction, once again forcing Lily to turn around.

"This is the best first date I've ever had!" he said. "This is also the first first date I've ever had!"

Peter landed on a nearby roof with his hands. Lily launched a cluster bomb at him, but he bounced off his hands and cleared the roof just in time to avoid the explosions. However, he was not fast enough to avoid Lily herself, who boosted straight for him and tackled him out of the air. Holding on as Peter struggled, she equipped a different wrist module and placed it against his neck.

Peter shouted as the module took a sample from him, with his blood filling up a small cylinder container. Lily then swapped modules, going back to her energy blade. Before she could attack him with it, he wrestled one of his arms free and elbowed her in the face, causing her to let go of him. His momentum then carried him into another building wall.

He smashed against it, leaving an indent in the bricks. After falling down to a fire escape, he looked up to see Lily coming down towards him with another blade slash. He vaulted out of the way, but Lily anticipated his move and spun around with her leg outstretched, kicking him in the spine.

"Ow!"

Peter flopped down to a lower roof, landing on his back. Lily then charged her EMP again. Realizing that he was in the blast zone, Peter shot out two web lines to a nearby building and quickly tugged on them. They then yanked him out of the way of Lily's shockwave, but not before the edge of the energy sphere struck him.

Peter shrieked in pain as electricity rippled through his body. His muscles seized, and he shut his eyes. He just focused on holding onto the web lines, and tried to drown everything else out. The pain was absolutely excruciating. Opening his eyes again, he saw that he was about to land on another wall. Letting go, he performed a somersault before attaching himself to the wall with all of his limbs.

He looked out to see Lily once again flying towards him.

"Don't have to ask what time of the month it is!" yelled Peter. "I already know!"

Peter then blinked as he realized what building he was on. It was the same one he had ran on the other day. Looking down, he then saw the window washer several floors below him, who today was working on a completely different side of the building. Lily equipped both of her wrist blades as she headed straight for her target.

Peter held out his hands.

"Wait! There's a . . . .!"

Lily didn't care. She went for a double slash, and Peter was forced to jump out of the way. She missed him, but her blades severed one of the lines that kept the window washer's elevator attached to the roof. The man looked up in shock as the elevator jostled. Peter's eyes widened as he watched the man tumble out of the elevator.

"Not cool!" shouted Peter.

The man yelled as he plummeted towards the ground. Peter straightened himself out like a missile, quickly closing the distance between the man and himself. Reaching out with both arms, Peter grabbed the man around the torso before firing a web line. Holding the man close, Peter then swung down towards the ground.

With the web line slowing them down, Peter was able to safely deposit the man on the sidewalk.

"You alright?"

"Gracias!"

"Sure thing, man!"

Peter barely had time to finish his sentence before Lily snatched him up by his neck. Quickly climbing upwards, Lily squeezed on Peter's throat as she held back her free hand's wrist blade. Just before she was about to skewer him, Peter kicked out with both legs, knocking her away. Before she could reorient herself, Peter shot a web line at her chest.

Lily blinked as Peter pulled himself towards her, striking her with another double kick that turned her around. After bouncing away from her, Peter shot another web line, this time latching on to her spine. He landed on Lily's back and started to punch her as she struggled to get away.

"Now it's not fun anymore!" said Peter, landing another punch to the back of Lily's head. "Now you're dangerous!"

Lily shouted as she jerked her body to the side, slamming Peter against a building. However, the hero still clung to her, and continued to punch her. His last punch put a solid dent in her back armour, damaging her internal systems. Lily saw a report appear on her heads-up display that told her that many of her more powerful armaments, including her pulse weapon, were now disabled.

Meanwhile, Peter looked up at a nearby building and smirked. Lifting a foot and then slamming it back down, he forced Lily's flight trajectory towards it. She threw up her hands as she smashed against the roof. Peter stood up and held out his arms, as if he were surfing on her body. Just as she was about to collide into a large air conditioning unit, he did a backflip off of her.

Peter landed on his feet as Lily slammed into the unit. Slumping into a seated position, she felt completely dazed. Peter strolled over to her and reached for her helmet.

"Finally ready to play nice?"

Peter tore off the helmet, revealing Lily's face. He almost jumped back in shock, dropping the helmet on the floor.

"Whoa, Li . . . . little girl. You look young. Way too young to be doing this kinda stuff."

"Piss off," said Lily.

"How about we just admit our differences and shake on it, then?"

Lily narrowed her eyes. Without warning, she fired a laser at Peter, forcing him to jump backwards. Grabbing her helmet, she then flew off the roof and boosted away. Peter rubbed the back of his head as he watched her escape. Sighing, he then sat down on the edge of the roof, dangling his feet in the air.

"Lily."


	4. The Girl Next Door

Earth-717: Spider-Man Vol 1

Chapter 4: The Girl Next Door

Now wearing regular clothes, Lily walked to the designated park bench at the edge of the city. It looked out at the East River. She was wearing a hooded sweatshirt, a baseball cap and large sunglasses to conceal herself. A short, stocky man was sitting on the bench, wearing a brown jacket and a matching fedora. He was reading a copy of the Daily Bugle.

Lily saw that there was a truck parked on the street near the bench. Taking in a deep breath, she then sat down next to the man. He did not turn to look at her, and she did not look at him. However, she could tell that he was wearing a set of customized goggles, covering his eyes.

"The genetic sample?"

Lily placed the sample container on the bench next to Otto. He picked it up and put it in his inside jacket pocket.

"And the body?"

"There was . . . ."

"A problem, I already know. I hacked into your suit's computer system and watched the confrontation through your helmet's display."

"You what?!"

"Calm yourself."

A single metallic tentacle slowly emerged from under his jacket. Lily's eyes widened as the tentacle opened its pincers.

"No need for any unpleasantness," said Otto.

Lily gulped and nodded.

"I learned some rather interesting things about our arachnid friend while observing the fight. More details regarding Spider-Man's powers, his limitations, and particularly, his moral outlook. He's an altruist. Intriguing."

"Look, you're the one who's interested in him, not me. So, I'll be taking my money and . . . ."

"You were to receive the rest of your money on the condition that Spider-Man was delivered to me. A genetic sample is helpful, but nowhere near enough. Keep the down payment, but you're not getting another cent."

The tentacle then lunged towards Lily's face. The pincers clinched together only an inch away from her skin.

"Good day."

The tentacle receded back underneath Otto's jacket as he stood up. He then walked to the truck, leaving Lily behind. She gulped again as she looked out at the water.

* * *

Peter groaned as he stepped through the door. May, who was cleaning the floor with a handheld vacuum, jumped up and looked at him in shock.

"Peter!"

"Hey."

"Where have you been?!"

"Uh . . . . not here?"

"Well, get in! Come on! Anna Watson will be here any minute!"

Peter raised an eyebrow as he closed the door.

"Anna who?"

"Anna Watson, genius. Next door neighbour? Her niece? Mary Jane? Coming to live with her? She's coming today, was going to visit us, I was going to introduce you? I've been telling you about this for weeks. Any of this registering, or are you still out in space?"

Peter shrugged.

"Hello, Space Command," said Peter, chuckling. "This is Cadet Parker."

May rolled her eyes.

"Oh, shut up and get ready."

"Roger, Space Command."

Peter trudged into his room and looked around. There was a twin bed, a computer desk with his laptop and a pile of random tech pieces, several posters on the wall, and a heap of clothes in the corner, along with books and other items strewn about the floor. He then nonchalantly walked up the wall and onto the ceiling.

After unzipping his backpack, Peter opened the hatch to the attic compartment. He tossed his costume and web shooters inside before closing the hatch. He then dropped down just as May opened the door.

"And don't . . . . hey!"

Peter gasped.

"What are you doing?" she asked. "Gymnastics?"

"What does it matter?! Don't just burst in here! I could have been . . . . compromised."

"Sorry, sorry, you're right. But um . . . . don't forget to put on some fresh clothes."

Peter frowned and looked down.

"What's wrong with these?"

"Peter."

"Alright, alright."

May shut the door. After changing into a new shirt and jeans, Peter walked back out into the living area as May finished arranging a few things on the counter. She then turned to look at Peter. She let out a deep sigh before glancing down at herself for a moment. Peter raised an eyebrow as she looked back at him.

"Well?" she asked. "How do I look?"

"You look good," he said. "Really."

May smiled. A second later, they both heard a knock at the door.

"Here we go!"

"Yeah," said Peter. "Here we go."

May and Peter walked to the door. Peter stood still as May reached for the door knob. In all honesty, he did not want to be doing any of this at all. Even though he had been in a life and death struggle less than an hour ago, he felt even more stressed at this moment. He hated meeting new people, and he hated social obligations.

It's not as if anything good could ever come of this.

Then May opened the door, and Peter's heart stopped when he saw her.

Her perfectly formed face. Her unbelievable blue eyes. Her gorgeous lips. Her flawless body. Her Captain America shield t-shirt. Her ever so slightly ripped jeans. And most of all, her long and vibrant red-orange hair, that announced her presence like a planetary explosion.

"Anna!"

Anna? No, that can't be right.

May hugged the woman was who was standing next to the girl, but Peter didn't even notice. The girl blinked as she caught his gaze. She then gave him a hint of a smile, and he felt like his heart was about to be the next thing to explode.

"Mary Jane!"

Mary Jane Watson. Now that's a name.

May held out her hand, and Mary Jane shook it.

"Mrs. Parker. Nice to see you again."

"Please, May. And this is my nephew, Peter."

May gestured towards Peter. He didn't even realize that he had a goofy smile on and was awkwardly waving his hand until it was too late. He then lowered his hand.

"Uh, hi. Hi."

"Hey," said Mary Jane.

Everything that happened after May ushered Mary Jane and Anna inside was a blur to Peter. There were conversations, but they didn't really register in his mind. Pizza arrived at some point, and he might have even eaten some, but he wasn't sure. His entire mind was on autopilot, and that was because he could not believe that he was even within a five hundred mile radius of someone so beautiful as Mary Jane Watson.

And then, Peter heard Anna say a sentence that smacked him right out of his trance.

"Mary Jane, why don't you and Peter go talk alone for a while?"

Peter's heart stopped again.

"Alright," said Mary Jane.

Peter glanced at her, and then back at May. She saw the terror in his eyes, but she just shrugged. By this point, Mary Jane had gotten out of her chair, and so Peter was forced to follow suit. He stood still and looked at her for a few seconds, seemingly unsure of exactly what to do. Mary Jane then pointed at his door and raised an eyebrow.

"Uh, yeah," said Peter. "That one."

Mary Jane walked over to the door, with Peter following after her. He quickly looked over his shoulder, but May and Anna were already deep in conversation about things he probably couldn't care any less about. With no help and no way out, he then took in a deep breath as Mary Jane stepped inside his room.

Suddenly, and for the first time in his life, Peter felt embarrassed about the state of his room. Mary Jane looked around in silence for a few seconds, and Peter felt himself start to sweat. She then clicked her tongue and smiled.

"Nice place."

"Uh . . . . really?"

"Yeah," she said. "Looks about the same as my old room. I like when everything's just out, you know? Who cares if it's on the floor? Least I can see it. No need for stuff to be all organized, and hidden away. Only difference is I got a bit more clothes and a bit less tech. Do like the tech, though. You build?"

"Uh, tinker, more like. Find parts where I can, and, and uh . . . . tinker."

Mary Jane nodded.

"Cool."

"Cool?"

"Mmhmm."

She then looked up at the posters on the wall. One of them was for the Future Foundation, with an image of Reed Richards. Another was of Iron Maiden flying straight upwards.

"Iron Maiden fan, huh?"

Peter rubbed the back of his neck.

"Yup. Big fan. Love uh, love what she can do with her, uh, her tech, heh. You?"

She turned towards him and pointed at her shirt.

"Cap girl. I mean, I think they're all great. Superheroes? Awesome. But Cap? Heh . . . . Cap's seriously on a whole different level. Imagine being trapped in ice for that long? And to live? That's, that is insane."

"But you, uh, you just like superheroes, generally, yeah?"

"Yeah. You know, the Avengers, the Fantastic Four. Even saw a bit about the X-Men on TV, fighting those robots. That was pretty cool."

"Have you, uh, heard anything about . . . ."

"About?"

"About, about a new superhero, here in New York. Called Spider-Man."

"Spider-Man?"

Peter's heart started to float.

"No. Never heard of Spider-Man."

And then it clunked to the bottom of his chest like an anchor.

"He, uh, just showed up in the last couple months or so. He can swing on webs, and, and crawl on walls. I've seen him, uh, around. Well, only saw him, uh, the one time, but I've heard other people, lots of people, talking about him. Seems pretty cool, if, if I do say so . . . . uh, er, I mean, I think, I think he seems kinda cool. You'll hear about him soon. For sure."

Mary Jane looked down, and raised an eyebrow as she noticed a Mew plushie on the floor. She grinned and bent over to pick it up. As she did, Peter realized just how well she fit into her jeans, and once again his heart stopped.

"Awh," said Mary Jane, holding the plushie. "I love Mew!"

"You like Pokémon too?"

"Obviously."

Mary Jane squeezed the plushie and giggled. She then placed it on the desk next to Peter's laptop. After taking another look around the room, she then sat down on the bed. She looked up at him and waited for a few seconds.

"You gonna sit down?"

"Uh, w-what? Oh, yeah, yeah, right, uh, yeah."

Peter sat down next to her and nervously rubbed his hands together.

"You okay?" she asked.

"Yeah, just, you know, been, been a bit, busy, with . . . . things. I'm sorry, I'm not coming off right. Just get kinda nervous with, with uh . . . . social stuff."

"Ah, don't worry about it," said Mary Jane, waving a hand down. "I know this whole thing is weird. I get the same way sometimes."

"You do?"

"Yeah. Meeting new people, especially when you're getting 'introduced'. Whatever that means! How do you think I feel, moving to a whole new city, whole new life? Just pick up and go! Kind of exciting, also kind of sucks. Now I'm with Aunt Anna, and, well . . . . she's fine, sure, but, this ain't my home yet. Don't know how long it'll take until it feels that way, if ever."

"It does."

"Huh?"

"Takes a while," said Peter. "Maybe a long time. But one day . . . . it does feel like home."

Mary Jane smiled. Peter blushed.

"Good to know," said Mary Jane. "Now you gotta know something. I don't know anybody in this city, so, you're gonna have to be my guide."

"Your, your guide?"

"Well, yeah. I start school with you tomorrow, boy. I'll need someone to show me around, get me adjusted, and 'introduce' me to stuff. You're gonna be stuck with me for a while."

Peter let out a brief chuckle. Mary Jane then wrapped her arm around his shoulders.

"Face it, Tiger."

Peter's heart stopped one last time as she touched him.

"You just hit the jackpot."


	5. Fan Club

Earth-717: Spider-Man Vol 1

Chapter 5: Fan Club

"Oh my god!"

Flash glanced at Liz, who was staring down at her phone. They were sitting together on the school bus, with his arm around her shoulders.

"What?" asked Flash.

"Dazzler just announced that to celebrate her coming out as a mutant, she's gonna do an open concert for charity in Central Park! Dazzler, Flash! The Dazzler! She's coming here! We gotta go, we gotta go, we gotta go!"

Flash grinned.

"Course we do," he said. "Anything for you."

Liz squealed in delight as she started frantically texting everyone she could to share the news. Flash then looked up as the bus stopped. He knew this was the stop that Peter would sometimes use, and he was wondering if he'd see him this morning. Instead, Flash's eyes burst wide open as he watched Mary Jane step into the bus.

His jaw then dropped when he saw Peter get on right after her. Flash looked over his shoulder at Kenny, who was sitting in the seat behind him.

"Kenny, who's that with Parker?"

Kenny shrugged, indicating that he didn't know. Mary Jane drew plenty of eyes as she made her way down the aisle, but she didn't pay them any mind. She found an empty seat and sat down, and Flash gasped as Peter sat next to her.

"No. Goddamn. Way."

Peter didn't need to turn around to know that Flash was in shock at seeing him sit with Mary Jane. Although web-swinging to school was always fun, he knew that this was far more satisfying. Mary Jane then took out her earphones and plugged them into her phone. Peter looked over at her as she placed one of the buds into her right ear.

"What are you listening to?" he asked.

"This and that."

"I don't know anything about music."

She then handed the other bud to him. He looked down at it for a moment, and she nodded. He then took it and put it in his left ear as she turned on a random song. He wasn't exactly sure what it was, but he was sure it was popular.

"I like it," said Peter.

Mary Jane smiled in response. For the rest of the bus ride, Peter and Mary Jane sat in silence, bobbing their heads to some of her favourite tunes.

* * *

"Don't slouch."

Emily looked down at her son with a stern glare. Harry nodded and sat up with more correct posture. He hadn't even noticed that he was slouching, but as was often the case, Harry had gotten lost in his own thoughts. Emily then answered her phone.

"Yes?"

Harry stared out the window.

"Norman, how many times do I have to tell you that playing ball with Potts is going to be beneficial in the long run? She's not Stark. I've seen the way she runs things. She can be amenable. No, I don't know if she'll rescind the company's weapon ban but . . . . Norman. Just do it, alright? If you can't handle it, then I'll make the call myself. Okay. Okay, good. Thank you. Love you."

Emily lowered the phone as the driver pulled the car up to the curb. Harry started to open the door without saying anything. He stopped when his mother spoke up.

"Harry."

He turned to look back at her.

"Have a good day," she said. "And don't forget to ask Peter about tonight."

Harry gave her a brief smile before getting out of the car. He shut the door behind him, and the car pulled away.

"Harry!"

Harry looked over his shoulder to see Gwen approaching him. He gave her a quick wave as she walked up to his side.

"Hey," he said.

"You seen Peter yet?"

Harry shook his head in response. As he did, he noticed a group of students piling out of one of the nearby school buses. Amongst the group was Peter, who was walking with a beautiful girl with red hair who he had never seen before. Plenty of people were turning their heads to look at her, including Harry and Gwen.

"Peter?" asked Gwen.

"Peter!" shouted Harry.

Harry wasn't sure if Peter couldn't hear him or flat out ignored him, but he certainly wasn't paying attention to him. Instead, he had his head held high and walked with his newfound companion, seemingly soaking up all of the attention he was getting. The girl he was with smiled at him and laughed at something he said.

Gwen frowned as she saw Peter look happier than he had ever been.

* * *

Gwen frowned again as she sat with Harry and Eddie in the cafeteria. Peter and the redhead walked in, and were still talking.

"That's the girl you been talkin' about?" asked Eddie.

"Yup," said Gwen.

Eddie shrugged.

"Just sayin' . . . . I can see why Parker's distracted."

"Eddie!"

"Guess we're down a man," said Harry. "Hasn't said anything to me all day. Oh my god! I just lost my best friend!"

"Calm down," said Gwen. "We don't even know who she is!"

"She's gorgeous is who she is!"

"Osborn's right," said Eddie.

Gwen scowled.

"What I mean is, we haven't even met her! We don't know what she's like. Not fair to dislike her until we know her, right?"

"You do realize we're in high school, yeah?" asked Harry. "Disliking people you don't know is like, survival 101 here."

"Harry."

"Sorry."

Gwen then looked up as Peter and the redhead approached the table. Harry and Eddie both found themselves gazing at the girl, still in utter shock that she was with Peter.

"Hey guys," said Peter, before looking at the redhead. "These are my friends. Gwen Stacy, Harry Osborn and . . . ."

"Eddie," said Eddie. "Eddie Brock."

"Mary Jane Watson," she said, introducing herself. "Just moved next door to Peter yesterday. I'll be finishing the rest of the semester with you guys. Hope you all don't mind if I join your little group, do you?"

"We don't mind," said Eddie and Harry in unison.

Mary Jane then looked at Gwen.

"I like your glasses."

"Thanks," said Gwen. "Sure you'll fit right in."

Peter and Mary Jane sat down on Harry's side of the table, with Peter between the other two.

"Why didn't you tell us someone new was moving next door?" asked Gwen.

"I did," said Peter. "Uh, well . . . . I told Harry. I think."

"Yeah, but you had no idea who she was," said Harry.

"And we still don't," said Gwen.

"She loves superheroes like us," said Peter.

Everyone's eyes seemed to perk up at once as they looked at Mary Jane.

"Mmhmm," she said. "Love 'em. But Captain America's my favourite. Love the costume, the shield, the body. I'm all about Cap."

"Nice," said Eddie.

"What about you guys? Peter told me he was into Iron Maiden, and I can see why. She's hot."

Peter weakly chuckled.

"That's, that's not the . . . ."

"Ms. Marvel!" said Gwen. "She's so awesome! With her power beams, and her flight, and her super strength! Hey, look at my phone!"

Gwen then pulled out her phone and showed off the case, which featured Ms. Marvel's signature thunderbolt icon. Mary Jane nodded in approval as Gwen placed the phone down on the table. Gwen then sighed and looked to the side.

"Just wish I could wear that outfit . . . ."

"Me?" said Eddie. "Has to be the Thing."

Eddie slammed his fist against his other palm.

"Dude can take down anyone. Even the Hulk! When it's clobberin' time, nobody stands a chance against Ben Grimm!"

"The Human Torch could take him," said Harry. "I heard he can get as hot as the sun's surface. Bet he could turn the Thing into charcoal."

"Spare me, Osborn! Human Torch is a damn punk."

Gwen folded her arms.

"Ms. Marvel is more powerful than the Thing. She has cosmic strength! Pound for pound, she's the best fighter."

"No way!" said Mary Jane. "Ms. Marvel's can lift, sure, but best fighter? Cap has better fighting skills than any of them!"

"Yeah, but let's be honest," said Peter. "Tasha Stark has the best power of all. She's a super genius. Doesn't matter what else they got, she can out-think any of them. Bet she could take them all on by herself."

Eddie scoffed.

"Whatever!"

The entire group started to laugh together. Gwen then picked up her phone again. She tapped a couple buttons on it before turning it to face Mary Jane.

"I run a fan blog for superheroes," said Gwen. "People can post stories, sightings and pictures, and we have profiles on all the big heroes and villains! See?"

Mary Jane took the phone and scrolled through the profiles, which included heroes like Captain America, Iron Maiden, the Hulk, Ms. Marvel and the members of the Fantastic Four, as well as major villains such as Doctor Doom, Sunset Bain, Magneto and Queen Veranke. While Mary Jane was looking at the phone, Harry tapped Peter on the shoulder.

"Hey. So my parents are doing some business meeting function kinda thing tonight, and I sorta have to be there. Any chance you could come so I got someone to talk to? We probably don't have to be there long. Can play some games after?"

"Yeah," said Peter. "Sure, man."

"Thanks."

Peter leaned in close to Harry's ear.

"I think I'm in love," whispered Peter.

"And I think you're in lust," replied Harry.

"That too."

Peter then looked past Harry's head, and saw Lily, as usual, sitting alone at her table. However, while she was drawing and eating her soup as she always did, he noticed something different about her this time. She had a faint bruise on her left eye from their fight. Lily had no idea that Spider-Man was looking at her at that moment, but Peter still felt guilty all the same.

At a different table, Flash looked over and slammed one of his fists down. Liz placed her hand on his to try and calm him down.

"What's wrong?"

"Who the hell is the redhead?"

"Some new kid, I dunno."

"She does not belong with those nerds."

"Who cares?"

"I care! Squad up!"

Flash and Kenny both stood up. Randy Robertson and Sally Avril, who were sitting next to each other, both looked up at Flash with raised eyebrows.

"I said, squad up!"

Sally got out of her seat, and Randy sighed before following suit. Liz looked like she was about to say something for a moment, but silently tagged along instead. Flash led his group over to Peter's table, who stopped chatting as they approached.

"Parker!"

Everyone at Peter's table turned to look at Flash. Eddie clenched his fists.

"What now, Flash?" asked Peter.

"You got three seconds to tell me who the redhead is and why she's bothering to hang out with losers like you."

Peter narrowed his eyes. Without another word, Mary Jane put a hand on his shoulder.

"Easy, Tiger. I got this."

Mary Jane stood up and looked Flash directly in the eyes.

"I can speak for myself. I'm Mary Jane Watson. And you are?"

"Flash Thompson. First day?"

"Mmhmm."

"Then maybe I can forgive you for your poor choices in friends. We're the top crew around here. This is Liz, Kenny, Randy and Sally. I think you should be at our table. Ain't that right, guys?"

Kenny chuckled and nodded. Randy shrugged. Liz gave a half-hearted smile, whereas Sally's face lit up.

"Well of course she should be with us!" shouted Sally. "Girl like her shouldn't be hanging around with the nerds!"

Mary Jane laughed.

"Well, to be honest, I'd rather hang out with the nerds than the bitches."

Mary Jane winked as Sally grumbled. Peter and Harry both chortled. Gwen giggled. Eddie put a hand over his mouth.

"Sorry, Flash," said Mary Jane. "Not interested."

She then sat down without another word. Several students around the cafeteria started to laugh and gossip amongst each other, clearly surprised to see Flash stood up to in such a manner. He scowled, but Liz moved in front of him.

"It's over," she said. "Just stop. Come on, let's go back."

"Well that was stupid," said Randy.

"Ah, she ain't worth it anyway!" shouted Sally.

Kenny grunted. Flash and the rest of his group returned to their table. Everyone at Peter's table then looked back at Mary Jane.

"I think you just became my new hero," said Gwen.

"Girl's for real," said Eddie.

"That'll teach Flash," said Harry.

"Nice job, MJ," said Peter.

Mary Jane smirked at Peter.

"MJ, huh? And who said you could give me a nickname?"

Peter's first inclination was to melt and back down. Instead, he decided to try something else.

"Only fair," he said. "You already gave me one."

Mary Jane bit the inside of her lip.

"Too true, Tiger."

She then reached over and planted a quick kiss on his cheek.

Harry gulped. Gwen's eyes bulged. Eddie grinned and nodded. Flash fumed from across the cafeteria. Peter felt all of his blood rush to his face and one other location in his body.

* * *

Otto folded his hands together as he looked over the data analysis from Spider-Man's blood sample. He was already certain of it before he obtained genetic material, but now he could see his hypothesis reflected on the screen. The genetic sequence was a perfect combination of human and spider DNA, and the signature was inescapable.

"My work," said Otto, smirking. "Don't worry, little spider. You'll be back home soon enough."

Using one of his tentacles, he tapped a button that switched the screen to an online notice on Oscorp's website about a business event that Norman Osborn was hosting that night at one of Manhattan's premiere event halls.

"But first . . . . I have to pay my old employer a visit."


	6. Tentacle Terror

Earth-717: Spider-Man Vol 1

Chapter 6: Tentacle Terror

Four Months Ago

"What do you mean, the containment was breached?!"

Otto quivered as Norman raised his voice. They were in Norman's office, less than an hour after the end of the lockdown. Otto was standing in front of his employer's desk, and was hunched over so as to appear even smaller than he already was. In comparison, Norman was standing completely upright, towering over his diminutive employee.

"I, I, I'm s-sorry, M-Mister Osborn," stammered Otto. "I, I'm not sure how . . . ."

"You told me your containment measures for the genetics lab were secure. Your word. Secure! Do you not know what that word means?!"

Otto nervously rubbed his hands together as sweat poured down his temples.

"I, I, I, I believe it was secure! It was, Mister Osborn! B-But, but we always knew that the genetic experiments I was conducting would potentially increase the intelligence of the specimens! Perhaps, when certain gene sequences were modified, it . . . ."

Norman waved his hand sideways, indicating that he wanted silence. Otto complied.

"I'm not interested in any more excuses, Otto. If you could have foreseen an increased level of intelligence in the specimens, then you should have accounted for that when preparing their containment modules. I had to shut down the entire genetics lab for the day and the spider specimens had to be destroyed, costing hundreds of thousands of dollars, but that's nothing. The lives of my employees, all of those students, and my own son were put at risk because of your incompetence!"

Otto put his hands on his head.

"It wasn't my fault, Mister Osborn. I never could have . . . ."

"If you never could have, then I'll appoint someone who can. Doctor Connors will be taking over the genetics program and will continue your work in your stead."

"No, please! This is years of my life!"

Norman furrowed his brow.

"You're fired, Otto!"

Otto throat seized as he heard the fatal words. He stared up at Norman, and fought back every inclination he had to cry. He had worked for many years at Oscorp, and now his career had come to an end because of one mistake.

"You can't fire me!" shouted Otto. "I'm on the cusp of a breakthrough! The specimens were taking to the gene modification because of my serum, my experiments, my research! None of this would have been possible without me!"

"Do not lecture me on what I can and cannot do. I'm the CEO of this company, and it's my decision. Your career at Oscorp is over."

"But . . . ."

Otto sighed and looked down in defeat. Norman looked to the side.

"You're to clear out your office immediately. You have the rest of the day to pack your personal belongings and leave the premises."

"And my research?"

"Is Oscorp property. Doctor Connors will take it from here."

"But my serum . . . ."

"My funding. My project. My specimens. My serum. You can take the experimental tentacle apparatus, because you were working on that before you came here."

"May I at least keep the eels? They were my own after all . . . ."

Norman looked down at the pleading man before him. After a few seconds of tense silence, he reluctantly nodded.

"Thank you, Mister Osborn."

Otto turned around and walked away.

* * *

"Mom! Can you help me with this?"

Emily glanced away from her phone and looked over at Harry, who was struggling with one of the buttons on his shirt. She shook her head before gesturing at someone standing outside the room. As she turned away, Norman walked in. After a quick explanation from Emily, Norman then walked over and helped Harry with the button.

"There we are."

"Thanks."

"You spoke to Peter?"

"Yeah," said Harry, nodding. "He said he'll come."

"Good. I don't mean to take up your entire evening, but I do need you to make a bit of an appearance. You understand."

"Gotta do what we have to, right?"

"That's right."

Norman brushed Harry's shoulders.

"Be sure to stand up tall," said Norman. "Look people directly in the eye if they speak to you. If they offer their hand, shake it firmly. And don't talk too much."

"Yes, sir."

"Alright."

Harry exhaled as Norman walked away. Emily was still on the phone. Harry then turned to the side and looked out the window. From a floor this high, he could see much of New York. But from behind the glass window, he didn't feel awed, but rather trapped by the view. He checked his cell phone, but didn't see anything from Peter.

He typed a quick text and put the phone back in his pocket.

* * *

The eels swam around their tank, eagerly anticipating their next meal. Using one of his metallic tentacles, Otto dropped several crabs into the tank. As the eels started to munch on their food, their genetically altered bodies glowed with blue-green electricity under their skin. Otto wasn't looking at them, instead making some small adjustments to his power module that was built into the metallic belt for his tentacle apparatus.

Once the adjustments were made, Otto tapped a button on the side of his customized goggles. His view zoomed in, and he checked over his work. Satisfied, he then locked the power module into place and got off his chair. After putting on his trench coat, he walked out of his underground lair, ready to take the next step in his plan.

* * *

"I sincerely appreciate you coming out."

Pepper gave a small smile.

"And I appreciate the invitation, Mister Osborn. I wasn't certain I would be getting one."

"Well, you can thank my wife for ensuring that you received consideration."

"I'll be sure to thank her."

Norman then gestured towards the main hall area, where dozens of people in expensive suits and dresses were already congregating. Harry stood to the side of the hall, repeatedly checking his phone. He pulled at his collar as he watched Pepper walk past him and start speaking to another group of people.

Harry gulped as he checked his texts again.

"Come on, man."

* * *

"I still suck. Can get around the city faster than anyone, and I'm still late."

Peter gobbled down the rest of his pizza slice mid-swing. He was wearing a backpack with his formal wear inside. He then pulled his mask back down over the bottom of his face as he landed on the side of a building. Looking in the distance at the building with the event hall, Peter then saw something he was certainly not expecting.

A man with four metallic tentacles was climbing up the side of the building, heading for the penthouse floor with the event hall.

"Well," said Peter. "That's just great."

* * *

". . . . and I'd like to once again thank you all for coming tonight. I am very honoured and humbled to be hosting an event with such prestigious company."

The guests all clapped. Harry kept his hands in his pockets.

"I'd also like to extend my sincerest gratitude to my wife, Emily, who, if we're being upfront and honest, is the only reason I remembered I was even doing this tonight."

Many of the guests laughed. Harry rolled his eyes.

"But you didn't come here for my admittedly terrible jokes. You came here, well, you came here because I asked you to. But you came here to see what's coming next from Oscorp."

Norman placed his hand on a glass box next to him. Inside the box was a metallic canister, within which a glowing cyan liquid could be seen.

"I'd like to start off with something from our biochemistry division. Oscorp's contributions in genetics have been groundbreaking on several levels, but most recently, we've done some particularly fascinating work that I believe warrants your attention. Specifically, I'd like to introduce . . . ."

Norman was interrupted by the sound of a voice coming through the speaker system.

"ISO-36."

Norman looked up in surprise.

"And I'd like to make one correction," said Otto. "This was not Oscorp's work. It was mine."

Otto then pulled one of the glass panels off of the roof before dropping himself inside. Several people screamed as Otto's tentacles latched onto the floor and gently brought his feet to the ground.

"Otto," said Norman.

Otto smirked. Several Oscorp Security guards, who had been stationed at the various entrances, aimed their weapons at Otto.

"Hands up, now!" shouted one of the guards.

"All of them!" said another, as he looked at the tentacles.

"I'll be taking over from here, gentlemen," said Otto.

Otto started to walk towards Norman. One of the officers fired a shot from his pistol, but it bounced off of a semi-visible bubble-shaped force field generated by the power module built into Otto's belt. One of the tentacles instinctively lashed out in response, bashing the guard in the ribcage. The other guards opened fire as the guests screamed and started fleeing in various directions.

All of the bullets were repelled by Otto's force field. The villain then attacked with all of his tentacles, seizing several of the guards. Some of them he threw, while others he smashed into the floor or the walls. Within a few seconds, he had incapacitated all of the guards in the room without moving his organic body at all.

As the people fled for the exits, they found them all to be locked electronically. Pepper quickly tapped a specific button on her phone before shoving it in her pocket. Emily ran over to Harry and held him close.

"Oh, you're not going anywhere," said Otto. "I've already taken the liberty of hacking this building's internal security system. I control it now."

Otto turned back towards Norman.

"Now, Mister Osborn, to our business."

"There's no need for all this, Otto. Leave these people alone."

"You were the one who brought them here. And you were the one who crossed me. So, really, you're one again shifting the responsibility away from yourself. Isn't that what you normally excel at?"

Two of the tentacles snapped their pincers shut as they got closer to Norman.

"Time for you to finally face the consequences of your . . . ."

"Hey! Robo-Calamari!"

Everyone looked up at the ceiling. Peter lowered himself into the room on a web line.

"Look, I hate to be an entrance plagiarist, but I hope you don't mind me using your window. Didn't want to smash my own. I would have, but, come on. No way I have the cash to pay for that."

"Who?" said Norman.

"What?" said Emily.

"Huh?" said Harry.

"How?" said Pepper.

"Spider-Man," said Otto, grinning.

"Okay, what?" said Peter. "You know my name too?! Have all the weirdos in town already heard about me, or did someone use this shtick first?! Here I thought I was being original with the whole animal motif thing, but here you are, uh, mister, uh . . . ."

Otto lifted himself into the air using two of his tentacles, bringing his face level to Peter's.

"Doctor," said Otto. "Doctor Octopus."

"Right. Got it. Sure you don't prefer Robo-Calamari?"

"I wasn't anticipating it happening this early, but I've been looking forward to our eventual meeting."

"Wish I could say the same."

"Oh, but you don't understand, little spider. This is what it's all been building to. You and I, finally coming together. Creator, and created."

"Creator?"

Otto folded his arms.

"Tell me, did you not recently acquire your powers after being bitten by a spider?"

Peter felt his heart skip a beat.

"A spider from Oscorp?" asked Otto.

Norman narrowed his eyes.

"How did you know that?" asked Peter.

"Because I created that spider," said Otto. "One of my proudest achievements in genetic experimentation. Specifically, cross-species genetics. And you, my friend, are living proof that my work was a greater success than I could have ever expected. A fully functional synthesis of human and spider DNA."

Otto held out his arms.

"Think of what we could accomplish! How many applications for my genetics work! An entirely new evolutionary leap for humanity, never previously thought possible! You, and I, and that chemical compound . . . ."

Otto pointed at the ISO-36 canister.

". . . . are the future."

Peter chuckled.

"That all sounds super awesome and very rehearsed, Doc. But, uno problemo."

Otto raised an eyebrow.

"You hurt people," said Peter.

Peter squeezed the trigger on his right hand, and a web attached itself to Otto's jacket. Startled, the tentacles sliced the web away before lunging for Peter, who grabbed one of the tentacles and used it as a pole to swing from. Flipping away, Peter landed on the wall as the crowd gasped. Norman ran over to Emily and Harry, joining the rest of the crowd who could only watch as the battle commenced.

"Your altruism is misplaced, Spider-Man," said Otto, using his mobility tentacles to face his opponent. "Osborn is the one who hurts people. Who steals their livelihoods for his own gain. But if you wish to defend such a person, then I will have to live with studying you as a corpse."

The attacker tentacles opened their pincers and aimed their lights at Peter. The lights then glowed purple before firing laser beams at him.

"Whoa!"

Peter jumped over one of the lasers before diving under the next one. Swinging around the corner of the room on a web line, Peter then launched a web ball at Otto, hitting him in the belt. Clenching his fists, Otto started to chase Peter around the room, trying to seize him with his tentacles.

"Ever considered going into personal training?!" asked Peter. "Tentacle obstacle courses could be the next big thing in fitness!"

Otto swung one of his tentacles lower than Peter was expecting, slamming him in the chest. Peter fell to the floor, but managed to bounce away just in time to avoid another tentacle's attempt to crush him against the ground. Leaping towards Otto, Peter was then caught off guard by the tentacles seizing him around the wrists.

"Gymnastics and glib don't make up for your shortcomings," said Otto. "Clearly, my talents were wasted on you."

"You know, my mom used to say the same thing from time to time."

Otto slapped Peter across the face with his left hand in response.

"How mediocre."

Otto then threw the defeated hero against the wall. Peter groaned as all of his bones ached at once. Collapsing on the floor, Peter had every inclination to give up. In that moment, he had been reduced to a broken heap in less than a minute. Otto's tentacles were incredibly powerful, and in a few short seconds, they would surely finish him off for good.

But then, some familiar words echoed in Peter's mind. Familiar words that he hadn't thought about for a long time.

 _"You're a Parker, which means you're a winner at heart."_

Gritting his teeth, Peter pushed himself off the floor as his muscles shook. As Otto's tentacles reached for him, he lifted himself with his hands and flipped over them. Firing a quick web line, he then swung back around the room and landed on one of the ceiling corners.

"So, Doc Ock. Wanna go best two outta three?"

Otto snarled. As the tentacles aimed at Peter again, an explosion destroyed a significant portion of the glass ceiling. Everyone looked up as a gold and red armoured figure slowly lowered herself into the room using her hover jets.

Peter's jaw dropped.

"No. Way."

Tasha looked down at Peter and Otto.

"So," said Tasha. "What did I miss?"


	7. Mighty Marvel Team-Up

Earth-717: Spider-Man Vol 1

Chapter 7: Mighty Marvel Team-Up

"All upgrades are online and functional, including the new mobility thrusters. Mark Five armour working at peak capacity, ma'am."

"Ballerina, Jan. Her name's Ballerina."

"Ah, yes, Ballerina. Shall we name the next one Geisha? Or perhaps you might prefer Waitress? Stay-at-Home mum?"

"Feels good to be in the red and gold again."

Tasha blasted over the New York skyline, heading straight for the emergency beacon that Pepper had activated. Holding out her arm, she shot a repulsor blast at the glass panels on the ceiling over the event hall. As the panels shattered, Tasha positioned herself upright and went into hover mode. She then lowered herself into the hall.

Pepper sighed with relief as everyone looked up at Tasha.

"No. Way."

Tasha smiled as she saw a man in a red and blue costume and another man with four metallic tentacles coming out of his back.

"So," said Tasha. "What did I miss?"

"Stop the tentacle guy!" shouted Pepper.

Otto scowled as he looked up at the armoured hero. Tasha aimed one of her repulsors at Otto and fired, but her blast was deflected by his force field. Otto retaliated with a laser from one of his tentacles, and Tasha barrel rolled out of the way. They then heard a crashing noise, and Otto looked down to see that Peter had smashed the glass box and seized the ISO-36 canister.

"Tasha! Good guy here! Bad guy wants this! Help me stop him?"

"Hand that over, arachnid!" shouted Otto.

Peter leaped out of the way as Otto slammed two of his tentacles into the ground. Creating a quick web strap while flipping backwards, he attached it to the canister before wearing it like a sling so that he could carry the canister while maintaining his mobility. He then launched a web line and used it to move to the other side of the room.

"How can I hand you something if you have tentacles?! Come on, Doc!"

Tasha fired another repulsor blast at Otto, which was once again deflected by his force field. Snarling as he turned around, he used one of his tentacles to grab Tasha by the helmet. Throwing her to the side, Otto then chased after Peter, firing more lasers at him. As Tasha recovered from Otto's attack, she looked down at Pepper again.

"Uh, any info on the other one?"

"He tried to help us!" shouted Pepper.

Tasha nodded.

"Got it."

Tasha boosted straight for Otto from behind. As he stepped on the floor, his lower tentacles turned around and tried to seize Tasha again. Ready this time, she weaved her way through the tentacles and held her fist back as Otto looked over his shoulder. She threw her punch, only for her fist to slam against the force field and bounce off of it.

"Agh!"

Otto chuckled as he grabbed Tasha with his lower tentacles and pinned her against the wall.

"His force field appears to be generated from the power module on his belt, ma'am," said Janice. "Energy signature of similar strength to your arc reactor. His barrier may well be impenetrable by your weapon systems unless you can find a way to overload it."

"Thanks for the pep talk, Jan."

Otto tried to crush Tasha's head with another one of his tentacles, only for Peter to latch two web lines to the tentacles and pull them away. Because he wasn't prepared, Otto was thrown off balance by Peter's strength. He fell to the floor, letting Tasha go. She boosted up towards Peter, who was clinging to the wall.

"Nice save, kid."

"Kid? No, no! Spider-Man, ma'am. Spider-Man."

"Heh. Alright. So, ready to help me take this guy down?"

"Am I? Oh, hell yeah!"

Peter's senses flared as Otto got back to his feet and aimed his tentacle lasers at the two heroes. Tasha flew to the right as Peter leaped to the left. Knowing that trading repulsor shots with the villain was going to be a waste of time, she flew backwards to allow Peter to take Otto's focus. She then charged her unibeam and opened fire on Otto from behind.

The unibeam slammed against the force field, and while her attack was absorbed, it was still powerful enough to stagger Otto momentarily. Clenching his teeth, Otto then swung all four of his tentacles over his head laterally, swiping out like a set of helicopter blades. Both Peter and Tasha were struck by the attack, causing both heroes to slam their backs against nearby walls.

Pepper and several others gasped as they watched the battle happening before their eyes. Harry desperately clung to his parents. Otto reached for Peter, with one of his tentacles opening its pincers to seize the canister off of him. Peter's head was still spinning from the last attack, but he allowed his senses to guide his reflexes.

He jumped up out of the way in time before grabbing the tentacle with both hands. Swinging around it with his arms, he then leaped up towards the hole in the ceiling. Grabbing onto the edge of the hole, he then shook his head and looked back down at Otto.

"Eight arms and ya still can't catch me? Should we give you a few more as a handicap?"

Otto was so infuriated by this point that he didn't even respond, instead just shouting in anger as he used all four tentacles to launch himself into the air. Peter vaulted onto the ceiling before diving off the edge of the building. Holding his arms out in front of him, he then landed on a lower rooftop and rolled into a standing position. Otto gave chase, with Tasha flying right behind him.

Tasha aimed a wrist rocket at the place where Otto was about to land.

"Fore!"

Tasha fired the rocket, and when it struck the floor, the explosion blasted Otto backwards. He started to fall through the air before latching to the side of the building with his tentacles. Quickly recovering, Otto heaved himself back up to the roof only to have Peter grab two of his tentacles with web lines. Peter strained his muscles to try and wrestle against Otto's tentacles, but the villain swung them back around, tossing Peter against one of the building's exhaust vents.

Tasha fired both repulsors at the same time, but they were once again deflected by the force field. Otto retaliated with some lasers of his own, but Tasha kept on the move, using her mobility thrusters to weave side to side. Peter, still on the floor after the last attack, looked up and watched in awe as Tasha and Otto battled.

"Gotta say," said Tasha. "You make one hell of a dance partner."

"And you make a very disappointing adversary, Avenger."

Tasha narrowed her eyes as she looked at Otto's goggles.

"Do I?"

Tasha crossed her arms in front of her face, and metal panels on the backs of her hands opened. The panels revealed flare lights that shined directly at Otto's eyes. He put a hand over his face, his goggles overwhelmed by the brightness.

"Now, kid! Hold him steady! Jan, I think it's time to take it to the max."

"We've never tried this one, ma'am."

"Well, we won't be able to say that for much longer."

Peter jumped back into action, firing off several web lines in rapid succession. He latched them to all of Otto's tentacles, pinning them to the ground. As Otto shook his head to try and regain his sight, he felt more web lines latch his arms to his body. He struggled against the webs as Tasha held her arms out in front of her, with her palms pointed at each other.

"Now, Jan!" said Tasha. "Tribeam!"

Peter swung to a nearby pole and watched as Tasha's repulsor lasers collided with each other. She then fired a charged unibeam blast, which struck the repulsor beam. The three sources of energy all worked in tandem to create a massive wave beam, which then smashed into Otto's force field.

"AGH!"

Tasha sustained the tribeam for three seconds, which is all it took to critically overload the force field. The power module on Otto's belt exploded, and Tasha relented her attack. Otto was then jettisoned backwards, crashing to the floor in the heap. He grunted as he used the last of his strength to try and push himself off the floor, only to collapse again.

Peter dropped down to Tasha's side as she retracted her helmet.

"Wha . . . . whoa. Did we just, we, we just . . . ."

Peter clapped and did a quick jig. Tasha looked at him with a raised eyebrow.

"Ho, ho, ho! Oh, man! That was awesome! We just, yo, with me and the, and then you . . . . holy crap! I went like, whoa, and then you went like, boom! And then . . . . OH!"

"Yeah," said Tasha. "My thoughts exactly."

Peter laughed and pumped his fist in the air.

"We just did a team-up!" shouted Peter. "A goddamn team-up! You and me! Tasha Stark and Pe . . . . uh, I mean, Spider-Man! Iron Maiden and Spider-Man! Wooo!"

Unable to contain his enthusiasm, Peter started dancing on the spot. Tasha rubbed the back of her neck, and he promptly stopped.

"Uh, sorry, I uh . . . ."

Peter looked to the side and gasped. Tasha turned to where he was looking.

Otto was gone.

* * *

"I appreciate the assistance, uh . . . ."

"Spider-Man," said Peter. "I'm Spider-Man, Mister Osborn."

"I see," said Norman, now holding the ISO-36 canister. "Well, thank you, Spider-Man. You helped save everyone here, including my family. I'm in your debt."

"Hey, no worries, man," said Peter. "Gotta watch out for each other, right?"

"Yes. And to you as well, Miss Stark. Thank you."

Tasha nodded. Norman walked away, rejoining Emily and Harry. Peter looked at Harry with a frown as the group left. Pepper then walked up to Tasha.

"I'm really getting tired of functions I go to getting crashed by supervillains," said Pepper, sighing. "It's damn exhausting."

Tasha chuckled and put her hands on her hips.

"Isn't this like your third, now?"

"Seems I'm just stumbling into danger wherever I go. I blame you for this."

"Yeah," said Tasha. "I would too."

Pepper then looked at Peter.

"So. Spider-Man."

"Yup. That's me."

Pepper shook her head.

"We're gonna have one of everything soon enough. What's next? Ant-Man?"

"I really doubt that," said Peter. "But I guess ya never know."

"Well, I have places to be, but, thank you. Both of you."

"Later, Pep," said Tasha.

Peter waved as Pepper turned around and walked away.

"Hey kid," said Tasha. "Come with me."

Peter and Tasha went to the roof, and sat down on the edge. For a few seconds they just stared out at the city together.

"So, lemme guess," said Tasha. "You're about sixteen, aren't ya?"

"Uh, no, I wouldn't say . . . ."

Tasha smirked at Peter, and he sighed as he realized that there was no way to convince her.

"Yeah. I'm sixteen. Awh, man. I was really hoping it wasn't that obvious."

"It's really obvious."

Peter put both of his hands on his head.

"Ugh! Why? Why me? Why can't I be cool for once?! I mean, I finally meet my greatest hero, my idol, and she figures out I'm a high schooler in like five seconds! High school isn't cool! Teenagers aren't cool! We're lame!"

"I was in high school too at one point."

"And my first real challenge, someone who really needed to be stopped, and I blew it! Before you showed up, Doc Ock was kicking my ass! I was barely holding on! I needed an Avenger to bail me out! And I still let him get away! What kind of superhero is that?"

Tasha reached out and placed her hand on Peter's shoulder.

"Kid, we all start somewhere. And it's not like you didn't help. I was having trouble with that guy too, if you didn't notice. Or did you forget the part where you saved me?"

"Uh, uh . . . ."

Tasha lowered her hand.

"Don't sell yourself short, kid. You did good. Helped save all those people. I think we made a really good team."

"You, you really mean that?"

"Hundred percent. You make that web tech yourself?"

Peter unlatched one of his web shooters and handed it to Tasha, who looked it over.

"Yeah," said Peter. "Figured a guy who could crawl on walls like a spider needed some webs. Spent six weeks figuring out the best way to make it work."

Tasha smiled as she handed the web shooter back to him.

"I think it's awesome," she said.

Tasha couldn't see them, but Peter's eyes lit up from behind his mask.

"For real?"

"Oh, pardon me," said Tasha."I think it's cool."

"Thanks."

"Ya got your heart in the right place, kid. I know you wanna do good. Don't get discouraged. You're smart, I can tell. Use that. Always keep a level head, and you can get yourself out of anything."

"I will."

Tasha nodded.

"I gotta get going. But maybe I'll see you around again sometime, huh?"

"Hope so," said Peter.

Tasha smiled as her helmet latched back around her head. She lifted off the roof and started to hover away. Peter then jumped up.

"And hey!"

Tasha turned back to Peter.

"I'm your number one fan!"

"I can tell," said Tasha. "See ya later, Spidey."

Tasha then blasted off into the sky. Peter watched her fly away with a dorky grin.


	8. Teenage Dream

Earth-717: Spider-Man Vol 1

Chapter 8: Teenage Dream

As music blared in the background, Peter strolled down one of the main hallways of Midtown High. He had sunglasses on, and was snapping his fingers repeatedly as he walked. Guys stared at him and girls salivated at him, but he was too busy nodding his head to notice that everyone was paying attention to him.

Taking another step, Peter then started to float on air. Pulling an electric guitar off his back, he then started to flawlessly play the notes to the song in the background. Standing still as he played, he continued to be carried through the air on an invisible platform as money and confetti was thrown at him from all angles.

Holding his arms into the sky, jets of fire then shot up from the floor. An explosion then rocked the hallway behind him as the song ended.

"Peter?!"

Peter blinked and looked over to the side. Gwen, Harry and Eddie were all looking at him with raised eyebrows. Peter cleared his throat and rubbed the back of his neck.

"Peter?" repeated Gwen.

"Uh, hey."

"You feelin' alright, man?" asked Eddie.

"Looked like you were rockin' out pretty hard," said Gwen, chuckling.

"Just got, uh, a bit lost," said Peter. "Sorry."

Peter started walking with his friends. Harry moved to Peter's side.

"Hey, man."

"Hey."

"Didn't hear from you about last night," said Harry, frowning. "Was worried. Did you . . . .?"

Peter slapped his forehead.

"Yeah, yeah, I know," said Peter. "Awh, man, Harry. I'm sorry. Was runnin' late, and, ya know, by the time I got there, the . . . ."

"The cops, right? Already around the building?"

Peter nodded.

"Told me somethin' was going on," he said. "Said I couldn't go in. Only heard about how crazy it got when I got back home."

"Guess I should be glad," said Harry. "Nobody got hurt, but, still sucks, ya know?"

"Yeah."

"But man . . . . Iron Maiden. In real life. Oh my god."

Peter shook his head.

"I know she's your girl, man," said Harry, putting up his hands. "Don't get mad. But she was really cool."

"Some people got all the luck," said Peter.

"Sure you'll see her someday. Maybe I can get my dad to invite her to the next party, and maybe it won't get crashed by a crazy guy with tentacles. And maybe you'll make it on time."

"That's a lot of maybes, man."

"Yeah, well . . . ."

"Hey, Tiger!"

Peter looked forward, with his heart starting to race as soon as he heard his new favourite nickname. Mary Jane waved at him from further on down the hallway, and he immediately walked faster. Harry gestured as if to protest, but Peter was already gone. Gwen and Eddie both watched as Peter raced for the redhead.

Gwen sulked. Eddie shrugged.

"Hi," said Peter.

Peter smiled and waved at Mary Jane despite being right in front of her. For her part, she didn't seem to react in any way.

"Hey," she said. "Was hoping to see more of the city. Ya know, get to know it a bit, since it's home now? Wanna show me around after school?"

"Yes," said Peter, bluntly. "Uh, I mean, yes, yes, yes, I would. Yeah. Sounds great, aha. Sure, sure. Um, but uh . . . . may have to run it past May, and uh, you know."

"Obviously," said Mary Jane. "Lemme know if she says yes, alright?"

"Alright."

"Awesome."

* * *

At lunch, Peter stepped outside of the school and called Aunt May. He pressed his back against the wall as the phone rang. A boy and a girl were making out nearby, and Peter shook his head before looking away.

"Please pick up, please pick up, please pick . . . ."

May picked up. Peter sucked in a breath as she spoke.

"Peter?"

"May, May, May, May, May, May, May . . . ."

"Peter!"

"Uh, sorry. May, may I, uh, uh . . . ."

"May you what?"

"Look, she came up to me, okay? I didn't know what to do! I wasn't thinking straight, I was sweating, not sure what I was saying. And she said, and I said, and you know, I can't like, not go, but she said she wanted you to say yes, and uh, yeah. So. May I?"

"You still haven't said what you wanted yet, genius."

Peter laughed and rubbed the back of his neck.

"I haven't? Ah, ha ha. Heh, oh. Oh. Okay. Sorry. Should have, should have . . . ."

"Peter . . . ."

Peter let out a deep breath.

"Can I go out with Mary Jane for the afternoon?"

"Yes."

"Yes? Wait, you're really saying yes?"

"Are you kidding me? Do you know how long I've been waiting for you to ask me something like that? Peter, please, for the love of everything good in this world, go out and have a good time. Make her feel special. Don't get lost in your head. Do whatever feels right. Get in trouble."

"Get in trouble?"

"You're a teenager, for god sakes! So long as you don't get arrested, then yes, you have my permission to get in a little bit of trouble. Have some fun, dammit."

"If you say so."

"I love you."

Peter nodded.

"Love you too."

* * *

Once school was done, Peter and Mary Jane returned to their apartment building. After dropping off their school items and pulling out their bicycles, the two teenagers then started to ride out around Queens. Mary Jane chuckled as she slowed her speed to match Peter's rhythm.

"Watch it," she said. "Go any faster, and we might leave Queens by midnight."

"Ha, ha, ha," said Peter, shaking his head.

Mary Jane lifted herself off the seat, looking around as she pedalled slightly faster. Several cars passed by the two.

"Friend of mine, Casey, from back home? She was shorter than the rest of us. Like, super, super short. We'd start walking, and in like, twenty seconds, she'd be so far behind she had to run. Her legs were so tiny! Fit as hell though, cause she was running all the time."

"Ha, I get it," said Peter. "I'm Casey?"

"No," replied Mary Jane. "Nowhere near as fit."

Peter scoffed. Mary Jane laughed.

"Oh, come on. Don't be mad."

"Not that mad. It's true. I'm not fit. But why'd you have to go and remind me?"

"Awh, Tiger. You're alright. Sure you got some muscle hiding under there."

Peter smirked, remarking to himself that Mary Jane had no idea how right she was.

"Quick tip," said Peter. "In New York, cyclists are the scum of the Earth. Everyone hates you. Cars, trucks, pedestrians, everyone. Bottom of the food chain. Just keep it in mind."

"Aye aye, Cap'n," said Mary Jane, giving a quick salute.

Mary Jane started to pedal even faster, winding up ahead of Peter as they approached an intersection. She looked around the corner and smiled.

"We good?" asked Peter.

"Yup!"

Peter and Mary Jane started to head out on the road, only for Peter to gasp when he felt his heightened senses start to flare. Peter looked to the side to see a car approaching, and he quickly adjusted his course to follow Mary Jane's turn. The car screeched to a stop, with the driver angrily honking his horn.

Mary Jane laughed and gave the driver the middle finger as she and Peter got to the sidewalk on the other side of the street.

"What was that about?!" shouted Peter.

"Clawing my way up the food chain," said Mary Jane, while wearing her best smirk. "Looks like I'm already a better New Yorker than you are! Besides, it was so necessary. I needed to get your blood flowing."

"That was, that was definitely not necessary. And my blood's flowing just fine, thanks."

"You're welcome."

Peter groaned.

"Oh, we're just getting started, Tiger. Trust me."

* * *

"Why do hot dogs taste better on the street than they do indoors?"

Peter raised an eyebrow as Mary Jane took another bite of her hot dog. The two of them were sitting on a bench that was pointed out at the East River. They had just purchased a couple hot dogs and drinks at a nearby vendor. Peter cracked open his Coke can and took a quick sip from it before Mary Jane continued.

"Like, really. It makes no sense. There's no geographical accounting for taste. If I take a cupcake outside, it's still just a cupcake. But I take a hot dog outside, and suddenly it's a gift from the heavens. I mean, sure, inside hot dogs are alright, but they're like, tofu, you know? Something I can eat when I don't want real food."

"But outside hot dogs are real food?" asked Peter.

"Outside hot dogs are the realest food you're ever gonna get."

"Got it."

The two teenagers did not speak as they continued to eat their food. Mary Jane scarfed down her hot dog as fast as possible, while Peter was a bit more methodical, swapping between bites of food and sips from his drink. Mary Jane took her own Coke can and guzzled the whole thing as fast as possible. She tapped her feet against the ground as Peter finished.

"Alright, boy. Let's go."

Peter and Mary Jane walked down the sidewalk that traced out the edge of Manhattan. Putting on some music from her phone, Mary Jane once again shared the earphones with Peter, and they listened to some more of her favourite songs as they strolled. They eventually found themselves on a dock, which seemed to be the only stationary thing as everything moved around them.

Peter and Mary Jane stood next to each other and just looked out at the water in silence for a few minutes, allowing the music to take their thoughts wherever they wanted to go. Mary Jane then turned around and leaned her elbows against the guard rail, looking back at the city.

"Hell of a city."

Peter turned to her.

"Yeah," he said. "It's big, it's loud, has a lot of personality. But it's ours, you know?"

"Not mine. Not yet."

"Soon."

Mary Jane sighed. Peter glanced at the side for a moment.

"Still haven't told me why you left wherever it is you came from."

Mary Jane clicked the tips of her feet together.

"Little town in Pennsylvania," she said. "Nowhere that anybody cares about. Just another drop in the well. Heh. Anything goes in a place like that. No one knows, no one cares. This right here? This is the place where someone can matter. Where the world can see you. Where people would care if . . . . if shitty things happened to you. Where someone would do something about it."

Peter frowned as he listened.

"I mean, yeah, sure, that was my home, but it wasn't, you know? Was more just a place where I was, rather than where I wanted to be. But, did I wanna be here? Hell if I know. I'm just . . . . floating. Hoping that one day, something will finally stick. Is it New York, New York? Heh. Maybe. Maybe not. Guess I'll just have to wait and see."

"It will be," said Peter.

Mary Jane turned to look at him.

"I believe that," he said.

"You do?"

"Mmhmm."

"Care to share why?" asked Mary Jane, smiling.

"Eh. Guess you could say I have a . . . . special sense about that sorta thing."

"That right?"

"Yeah."

Mary Jane shook her head.

"You're somethin' else, Tiger."

"You see, now that's a real compliment, coming from you. Never really came across anyone like you before."

"Anyone like me? And what does that mean?"

Peter coughed and scratched the side of his head.

"Uh . . . . I mean . . . ."

Mary Jane raised an eyebrow. Peter felt his heart start to sink when he realized that he had backed himself into a corner. In that moment, he just decided to speak his mind.

"Aunt May, she, uh, she raised me since I was really young. Her and my Uncle Ben. I never really knew my parents. I remember brief moments, I guess. But as far as anyone's concerned, May and Ben were the ones who always took care of me."

Mary Jane stared intently at Peter as he told his story.

"You already saw my standing with the "in" crowd," said Peter, chuckling. "Never been a fan. One time, grade three or so, I tried to make friends with people like that. Didn't think that one through. Tried to play some soccer with the other kids. I sucked. I know, real surprise. Couple minutes in, and I was on the ground. Face covered in mud. Whole playground was laughing."

The lines around Mary Jane's eyes started to soften.

"Went home. Spent the afternoon crying. May tried to make me feel better, didn't work. Then Uncle Ben got home. She told him what had happened, and he sat me down in my room. And he told me something that, that never left me, even after he died."

"What did he say?" asked Mary Jane.

"He said not to worry about whatever happens on any given day. Because life goes on, and what hurt you today, may be exactly what you overcome tomorrow. That we all learn, we all grow, and we all eventually have to choose to do what we think is right. And he said that no matter what, I'm a Parker, which means I'm a winner at heart."

Peter then looked back at Mary Jane, staring directly into her eyes.

"But you're the first person to really make me feel like I am."

Mary Jane's eyes widened. Peter gulped and turned away, and she did the same. He closed his eyes, realizing just how much she had given away. She blushed, not sure exactly how to respond. After a minute of awkward silence, they then looked back at each other at the same time.

"Come on, Peter," said Mary Jane, smiling. "Let's go home."

Peter nodded, and the two teenagers started walking back the way they came.


	9. Enter Electro

Earth-717: Spider-Man Vol 1

Chapter 9: Enter Electro

 _"Where . . . ."_

A blue bolt of electricity slashed through the cosmos. It was the only light in the darkness, the only energy in the ether. Everything else was lost.

 _"Where am I . . . ."_

Thoughts started to form. Scattered pieces of a consciousness that had been shattered into thousands of shards. They slowly started to fit back together into a jagged whole.

 _"Who am I . . . ."_

Another bolt of electricity, but this one could actually be sensed. It was deafening and blinding all at once, and the consciousness instinctively shuddered. Still, the electricity lashed at its thoughts, but rather than causing damage, the effect was rather soothing, almost as if they were compatible.

 _"What am I . . . ."_

Suddenly, everything was light and pain. The consciousness screamed for mercy, but found none in the darkness.

* * *

"I'm not doing this anymore, Max."

Max scowled, despite knowing that Henry couldn't see him. He was leaning against the wall, with one elbow placed against the wall phone. At the end of the hallway, a police officer watched him with his hands behinds his back. Max glanced at the officer for a moment before sighing and turning his back to him.

"What do you mean, you're not doing it anymore?"

"I mean I'm done," said Henry, his tone firmer than Max had ever heard it. "I come home, not knowing where you are, and then I have to hear your name on the six o'clock news? You had me half scared to death!"

"Look, I never could have guessed that would've happened," said Max. "Okay? I was gettin' away! Home free! Figured I was all good! Then this freakin' Spider-Guy or whatever he is, just swoops down on like, like a web! Before I knew it, I was upside down, and . . . ."

"Stop, stop, just stop!"

Max narrowed his eyes.

"Stop what?!"

"Just stop justifying everything!" shouted Henry. "Who cares if some superhero got you? Could have easily been a cop! We talked about this! You said you weren't gonna do it anymore!"

"Oh, come on! You can't hold me to that! Landlord's breathin' down my neck, nobody would hire me, couldn't catch a break, so what was I supposed to do?! Okay? I'm tryin'! I really am! I wanna be there for you, you know I do."

Max could hear Henry's voice start to go up in pitch, something that always happened when he teared up.

"I can't Max, I can't. I can't bail you out again. We don't have the money, so what? I gotta beg, borrow and steal to get you out? And if I do, how long is it gonna take before you're back there? A month? A week?"

"Oh, come on, no, it won't be like that. Come on, it's me, I . . . ."

"No, Max. Not this time. I'm done."

"No, you're not . . . ."

"I'm done! It's over! And don't try to turn me around this time, cause it won't work. I'm going places, okay? But you, you always hold me back, and I'm not gonna let it happen anymore. You can stay there for all I care. Oh, and also? I met somebody new. Somebody who likes me, and doesn't always have one foot in a prison cell."

Max gulped and felt his hands start to shake.

"Goodbye, Max. And good luck. Don't call me again."

Henry hung up. Max clenched his hand around the phone before shouting and slamming it down on the receiver. The officer got off the wall and marched over to him.

"Max Dillon."

Max looked at the officer, seeing that his hand was hovering next to a baton on his belt. Taking a second to breathe, Max then loosened his muscles and relaxed.

"Let's go," said the officer. "Back to your cell."

Max sullenly nodded and did as he was instructed.

* * *

 _"What is this?"_

More electricity rippled through the cosmos, but now it was slower and more controlled. The beams of light weren't lashes of pain, but streaks of beauty that crossed over each other.

 _"Am I . . . ."_

Movement. Enough of the shards had fallen into place to create a construct, one that looked almost like a hand. It moved upwards, glowing as bright and blue as the hottest of stars.

 _"Am I dead?"_

The fingers twitched. There was still too much sensory overload to think clearly for more than a few seconds.

 _"No . . . . not yet . . . ."_

* * *

". . . . and then she says, well I was just confused!"

"Classic. Bet she blamed you for it, too."

Max sighed and rubbed his hands together as he listened to the two officers driving the car. They had been talking the entire ride.

"I told her straight up, right then and there, I wasn't havin' any of it. So sick of her excuses. You know, you give her a chance, and you forgive, and you forgive, and you forgive, but what am I? A chump? Nah. No more. Told her to pack her things and get the hell out. She can go sleep in the alley for all I . . . ."

The man was interrupted by an unseen force striking the car from below. Max and the officers screamed as the car was launched into the air and flipped over. Max cringed in pain as the car landed upside down, the roof slamming against the road. Just before losing consciousness, Max saw a metallic tentacle tear through the nearby window.

* * *

 _"How did I get here?"_

The pain had finally subsided. The darkness was no longer unwelcoming. The screams had fallen silent, and now thoughts could be heard clearly.

 _"I feel different."_

Memories of another life flooded into the consciousness. Of another time, another name, in another world.

 _"I feel . . . . powerful."_

The darkness gave way to the light.

* * *

Otto grinned as he took a step towards the upright experiment tank. The metallic shades retracted, revealing a transparent casing that allowed him to see the man inside. The liquid flushed out of the tank, and the man opened his eyes. His skin was blue, and glowed with the same bioluminescent energy as the eels, which had been placed back in their own tank after the procedure.

"Hello, Maxwell."

"Who are you?"

Otto placed his hands behind his back as he walked closer to the tank.

"My name isn't important," explained Otto. "I left it behind when I realized that I was destined for something more. Something greater than my previous life, that could only be possible by undergoing a significant change. I now refer to myself as Doctor Octopus."

"You call that a name? Doctor . . . ."

Max tilted his head slightly to the side as he looked at the tentacles emerging from Otto's back.

"You," said Max. "You attacked the car."

"I did."

"Why?"

"To bring you here. So that I could make the same change for you."

Max looked down at his body and clenched his fists.

"What did you do to me?"

Otto started to pace side to side as he spoke.

"Before I was unceremoniously fired from Oscorp, I was the most important genetic researcher they had. I worked tirelessly for years on experiments in cross-species genetics. But just as I was mere moments away from success, a single accident severed my career!"

Two of the tentacles slashed out at a nearby table, shattering it. Otto let out a deep breath before turning back to Max.

"Those same experiments, which I've since replicated, have created you. I bonded your genetic code with that of my electric eels, granting you newfound power. The same ability to generate and expel electricity that they possess, now lives in you."

Max shook his head.

"And what if I didn't want this?"

"So you would prefer to be in and out of prison? Because as far as I can tell from official city records, Max Dillon, that's been your life for the past several years. Petty crime. Barely scraping by. Begging and stealing, desperate for table scraps. Is that the life you enjoyed leading?"

Max closed his eyes for a brief moment.

"No."

"And most recently, I understand that you were apprehended not by the police, but rather by a vigilante who goes by the name of Spider-Man."

"Yeah."

"Then we share a common enemy," said Otto, as one of the tentacles snapped its clamps shut. "He ruined one of my schemes, and he also happened to put you back in jail. I believe that we can help each other."

"And how would that work?"

"To continue my experiments, I require the serum known as ISO-36 in its base form. It's what allows two different sets of DNA to meld. My eels have the serum in their bloodstream, so I was able to make you, but I need the base form if I'm to conduct new experiments, and to properly stabilize your condition. If you break into Oscorp and steal the serum for me, then I can increase your power and continue my work."

Max narrowed his eyes as he listened to Otto's proposal.

"If you steal the serum, it's likely that Spider-Man will try to interfere. With your new powers, you could eliminate him, and avenge both of us. And with Spider-Man out of the way, who could possibly stand against us?"

"What about the others? The other heroes?"

"What about them? Once I have the serum, we'll be unstoppable. I can take attributes from dozens of species and incorporate them into you and others we could recruit. We would have a powered team of our own, and with them, we could destroy any enemy who dared stand against us."

Otto placed his hands together.

"Think of it, Max. We could take whatever we want, whenever we want. The city will be ours. Our power would be unmatched, and no one could ever take anything away from us. A whole new life awaits us, if only we are willing to seize it."

"Yeah," said Max. "I like that."

"Then you'll help me?"

Max nodded. Otto reached out with one of his tentacles and tapped a button on a control console next to the experiment tank. The tank opened, and Max stepped out of it. He looked down at his palms as small bolts of electricity arced around his fingers.

"One thing," said Max.

Otto raised an eyebrow.

"Don't call me Max. You lost your old name, then I lose mine."

Otto grinned as Max stood up tall.

"Call me . . . . Electro."


	10. System Shock

Earth-717: Spider-Man Vol 1

Chapter 10: System Shock

Peter bit down on his lip as he used one of his tools to adjust a wire. He had his goggles on, and was sitting in the chair next to his desk. He had been working on a module for his belt for the past couple hours, and was just about finished. The module was for a light signal, an idea that was at least partially inspired by meeting Tasha Stark.

After making his final adjustments, Peter snapped the front cover of the module into place. Tapping the button, he then looked up in awe as the signal sent up a light beam, which created a glowing image of his Spider-Man mask on the ceiling. He was so busy staring at his handiwork that he was completely unprepared for his senses to go off.

Peter heard the door to his room start to open. Reacting instantly, he kicked up at the underside of his desk, knocking the module off the desk and causing it to land face down on the floor. In pain because of the kick, he then fell out of his chair and whacked the back of his head against one of his bed's feet.

He rubbed the back of his head as Mary Jane stepped into the room. She looked down at him and frowned.

"You alright?"

"Does anyone around here knock?" asked Peter. "And how did you get in here?"

"Door was unlocked. And uh, sorry, man. Didn't even think about it."

"Clearly."

Peter got to his feet.

"So, you comin' to the concert?" asked Mary Jane.

"The what?"

Mary Jane furrowed her brow.

"Concert. Might have heard of it if you talked to, you know, people. Dazzler. Central Park. Sort of a big deal. Everybody's going. Like, literally everybody. Hell, bet Aunt May's gonna show up."

Peter put a hand on his forehead.

"That's . . . . that's today?"

"Yeah. Forgot?"

Peter nodded. Mary Jane sighed.

"Well, you don't have to go," she said, with a shrug. "I mean, anybody who's anybody is going, and, I guess if you really wanted to, you could be lame and stay home but . . . ."

"I'm coming, I'm coming. Just gimme a minute."

Mary Jane smiled.

"Great!" she said. "Meet me out front."

With that, she was gone. Peter picked the module off the floor and considered it for a moment. He then turned to the backpack that he had stuffed in the corner, before looking up at the hatch to the attic compartment where his costume was stored.

* * *

Max kept his head down as he walked down the street. He was wearing a black hoodie and dark jeans, with the hood over his head to conceal most of his face. Unknown to anyone else around him, he was also wearing an armoured containment suit that Otto had designed. Although his face glowed blue, Max found it quite amusing that most people weren't paying much attention to him.

Max arrived at the front security gate to Oscorp Tower. The two guards at the security booth attached to the gate walked out in front of Max as he approached.

"Whoa, buddy," said the first guard. "You're gonna wanna turn around."

The second guard hovered her hand over the pistol on her belt. Max looked at her hand and narrowed his eyes. He then looked back at the first guard, who raised an eyebrow when he got a good look at his glowing skin.

"What the hell . . . ."

"Move," said Max.

"I already told you. Turn around!"

"Or what?"

Max took a step forward. Gulping, the second guard drew her gun and took aim at Max, who watched as her hands trembled.

"You don't wanna do that, little lady," said Max. "You pull that trigger, and you might just . . . ."

She pulled the trigger. The bullet put a hole in Max's hoodie, but not in his armour. Max sneered as he looked at the guard.

". . . . piss me off."

She fired another bullet, but Max held up his hand. A lightning bolt emitted from his palm, vaporizing the bullet and striking the guard in the chest. The lightning blasted her backwards and sent her crashing against the gate. She grunted in pain as she collapsed on the ground. The first guard pulled out his radio and started shouting into it.

"SECURITY AT THE MAIN GATE! SECURITY AT . . . .!"

He was cut off by a backhand from Max, which knocked him unconscious. Holding his hands back, Max then built up the power in his body before unleashing a massive blast from both palms that tore the gate apart. He calmly walked through the mangled remains of metal and was immediately set upon by a squad of Oscorp Security Forces.

"Halt!"

"Put 'em up, freak!"

"The hell is that?"

Max chuckled, and his unnatural sounding voice caused some of the troopers to shiver.

"Your worst nightmare," said Max.

Max flung his arms outwards, generating a pulse of electricity that emitted from his body like a horizontal ring. The pulse lashed out at the troopers, searing their armour and knocking some to the floor. The ones that stayed on their feet tried to open fire with their assault rifles, only to realize that their weapons had been irreparably damaged by the pulse.

Max then rushed for the troops, holding back a charged fist.

* * *

Peter kept as straight of a face as possible, which made for a rather blatant juxtaposition with everything going around him. He was in a group with Mary Jane, Gwen, Harry and Eddie at the Dazzler concert in the middle of Central Park. Thousands of people were in attendance, and most of them seemed to be enjoying themselves as the mutant musician sang her songs and set off a vibrant light show using her powers.

Peter, meanwhile, stayed a bit aside from everything going on around him, although he did find himself smiling when he saw Mary Jane and Gwen talking and laughing together. Peter recognized many faces in the crowd, including Lily and Flash's entire cohort. He drifted off into his own thoughts until a familiar voice pulled him back to the present.

"Pete?"

Peter turned to Eddie.

"Yeah?"

"You zoned out?"

Peter put his hands in his pockets.

"I dunno," he said, sighing. "Not really . . . . not really my thing."

Eddie chuckled.

"Yeah, put that one together."

Peter glanced over at Mary Jane and Gwen, and Eddie did the same.

"You're long gone, aren't ya?" asked Eddie.

"Practically on another planet."

"Ain't hard to see why. She is . . . . yeah. Is what it is, man. Me . . . ."

Eddie folded his arms as he smiled at Gwen.

"I just take things as they go."

Peter shrugged.

"If you say . . . ."

Peter was interrupted by the sound of an explosion. For half a second, he thought that it was a part of Dazzler's light show, only to realize that it was coming from behind him. All of the people at the concert turned around and looked upwards to see what was happening. In the distance, a ball of blue electricity tore open a wide hole in the side of Oscorp Tower.

Harry gasped.

"Dad."

The crowd started to panic. In the shuffle, Eddie soon felt someone grab his arm. He looked over his shoulder at Mary Jane.

"Where's Peter?!"

Eddie faced forward, but Peter was nowhere to be found.

* * *

"OUT OF MY WAY!"

Max fired another electric beam from his hands, cutting down a whole squad of Oscorp troopers. He was standing in a hallway that had been damaged by the explosion, with one wall completely destroyed and exposing the outside air. Fires were raging on several levels, and employees were scattering in terror as Max continued his rampage.

As Max turned a corner, Otto spoke through a small device that had been implanted on Max's right temple. The device allowed Otto to see from Max's perspective and to speak directly to him.

"You're doing well, Electro. The ISO-36 is locked inside of Mister Osborn's private office. And he thought I wouldn't find out about it. How naive. Turn the corner."

Max did as instructed. The door to Norman's office was straight ahead, with a metal security shutter covering it. Max grinned as he started bashing the door with his charged fists, quickly putting a large dent in the metal. Taking in a breath and holding his hands back, Max then shouted as he unleashed a powerful burst of electric energy that punched a hole clean through the door.

Max heard screaming as he stepped into the room. Norman and Emily were huddled together in the back corner of the office. Norman used his body to keep Emily shielded, and was aiming a revolver at Max. He pulled the trigger, but the residual electricity around Max destroyed the bullet before it could touch him.

"Stay back!" said Norman.

Max narrowed his eyes as he looked at Emily, who was cowering behind her husband.

"Forget Osborn," said Otto."Secure the canister first. My scanners show it's right behind you. I want visual confirmation."

Max turned around and looked at the wall. He used an electric blast to destroy a painting, revealing a wall safe behind it.

"Heh. Typical."

Max placed his open palm on the safe door, and a second later, it blew open. Reaching his hand inside, he grabbed the ISO-36 canister and pulled it out.

"Excellent," said Otto. "Now you can deal with Osborn."

Max smirked at Norman and Emily as he held out his free hand. Norman held Emily close and closed his eyes as Max's hand charged with electricity. Just as he was about to attack, a web attached to his wrist and pulled it to the side, throwing off his shot. Max was then caught off guard by Peter leaping towards him.

Moving with his legs outstretched, Peter kicked Max in the chest with both feet. Knocking his opponent backwards, Peter then flipped over Max and swiped the ISO-36 canister out of his hand. Quickly creating a sling with his webs, Peter attached the canister to it and threw it around his shoulder as he landed on a ceiling corner.

"Sorry, but new regulations state that only non-luminescent employees may handle dangerous materials! I know, kind of prejudiced, but rules are rules!"

Max scowled as he looked up at Peter.

"What the . . . . you again?!"

Peter tilted his head to the side.

"Me . . . . again? Cause I think I'd remember meeting a member of the Blue Man Group. And jeez, did I just make a Blue Man Group reference? That is so not my time."

"Don't recognize me, do ya?" said Max, smiling. "Got a bit of an upgrade since last time."

As Peter listened to Max, he noted to himself that Norman and Emily were taking the opportunity to slowly move towards the door.

"Last time, last time," said Peter, tapping a finger against his chin. "Not sure, but I'm gonna guess that it wasn't at the last anime con."

"Told me I should've gone to school instead of prison."

"Wait, you're the convenience store guy? Knuckle sandwich?"

"That's me."

"Well, of course I don't recognize you! Your face is all glowy now. You won't hold that against me, will you? Actually, don't answer that. Answer this. Why is it that everybody wants this canister so bad? First Doc Ock, then you, and . . . . wait. Don't tell me you work with that science squid."

By this point, Norman and Emily had safely made it out of the room. Max blinked as he heard Otto's voice in his ear.

"Stop toying with him and get the canister back!"

Max charged both of his hands with electricity.

"Tell me something, Spider," said Max.

Peter narrowed his eyes.

"HOW YA LIKE ME NOW?!"

Peter jumped to the side as Max unleashed a stream of electric energy at him. He fired off more blasts as Peter used his webs to swing around the room. Peter then bounced off the roof before throwing a punch at Max, striking him in the chest. Max grabbed Peter's wrist, and electricity surged through Peter's body.

"AGH!"

Peter ripped his arm out of Max's grasp before roundhouse kicking him in the face, and once again found his body ravaged by pain. Somersaulting away, Peter fired a quick web shot at Max's wrists, tying them together. Max clenched his teeth as his eyes turned red. Peter then vaulted out of the room and sprinted down the hallway.

"AFTER HIM!" shouted Otto.

Max generated a pulse from his body that ripped the webbing to shreds. He then punched the entire door down, tearing out pieces of the wall. He rushed down the hallway and turned a corner, only to see that Peter was already climbing up the outside of the tower. Peter looked down and gave Max a quick wave.

"Who's up for a game of extreme tag?"

Max held his hands out, with his palms facing downward. Bending his knees, he then fired two electric blasts downward. This movement launched him into the air, and he followed up by latching his hand to one of the metal beams built to frame the windows. Widening his eyes, Peter then scurried up the side of the building as Max pursued, walking along the metal.

"You ain't the only one who can run on walls now, hero!"

Max slammed his palm against the metal, sending a current up the building. Peter jumped off the wall as the current passed him, before firing two web lines. Pulling himself forward, he then smashed through one of the windows and landed inside of an office floor. Max burst into the room after him, but Peter was just fast enough to move out of his line of sight before he entered.

"Come on out, Spider! You ain't slippin' away!"

Peter ducked into one of the cubicles, only to find a young man just a couple years older than him huddled under a computer desk. He had glasses, a beanie, and a name-tag that read "Nick".

"Hey, Nick," said Peter.

Nick gulped.

"Uh . . . . hey."

"You really should've gotten out of here. Ya know that, right?"

Nick gulped again and shook his head. Peter sighed.

"Gimme a sec," said Peter.

Max was searching the office floor when Peter suddenly stood up and waved both his arms.

"Hey! Glow Stick!"

Max looked at Peter and raised an eyebrow.

"Alright, I give up!" said Peter, as Nick crawled towards one of the room's exits. "I'm too intimidated by the combination of blue light and black hoodie. It's just, I can't, I can't do this. You win! I surrender! I totally understand if you wanna just zap me right now. Go for it."

Max held his hand out, but no electricity emitted from it. He looked down at his palm as Peter rubbed the back of his head. Nick bolted out the door.

"Not working?" asked Peter. "Have you tried turning it on and off? I heard that works."

Sensing the electricity wires in the building, Max then looked up at the light fixtures on the ceiling. Holding up his hands, Max then syphoned electricity directly from the wires, recharging his body and causing all of his bones to glow bright cyan under his skin. After finishing his recharge, he gave Peter a villainous grin.

"Oh," said Peter. "I guess that would work too."

Max unleashed a salvo of electrical attacks at Peter, who scrambled to dodge all of them.

"Yikes!"

Knowing that he was outmatched, Peter dived to the side before smashing through another window and winding up outside. Swinging upwards, he started running up the side of the building again, with Max soon enough giving pursuit, this time using his hands to hover upwards. Peter started talking to himself as he relied on his senses to tell him when to duck or jump when Max fired electricity at him from behind.

"Alright, genius," said Peter. "Think. Definitely can't outfight him, he can recharge anywhere with electricity, he'll probably wear you out soon enough, and you don't got an Avenger to bail you out this time. So basically, you're . . . ."

Peter jumped to avoid another energy blast before launching a web line at a communication tower on the building's roof. Swinging sideways, he then latched onto it and looked out at the city, knowing he only had seconds to think.

"Where in New York can you find a place without . . . ."

Peter blinked as he looked back at Central Park.

"Not a great plan, but it's the best one I got."

Peter then jumped off the communication tower a second before Max destroyed it with an electricity blast. Free falling down the side of the tower, Peter then launched a web line and swung forward, with the supervillain giving chase.


	11. Winner at Heart

Earth-717: Spider-Man Vol 1

Chapter 11: Winner at Heart

"But I heard the explosion! Loud and clear! It had to be from here!"

May summoned her inner strength to keep herself as calm as possible as she explained herself to the elderly woman for the third time. She was standing in the hallway of the hotel's fourth floor, and was speaking to a woman at the door to her room.

"Ma'am, as I said, I can confirm that the explosion did not originate from our premises. We have already determined the location of the blast. It was Oscorp Tower. Emergency crews are on site and dealing with the issue, and have assured us that there is no danger to the surrounding area."

"I don't believe you. I wanna speak to the manager."

"Ma'am, I am the front desk manager for this hotel."

"Oh. Well . . . . okay."

"You are perfectly safe, ma'am. I assure you."

The woman responded only with a grunt before closing the door. May slowly nodded her head and let out a sigh. She then turned down the hallway and walked towards the elevator. As she reached the end of the hall, she looked up at the window and widened her eyes when she saw Peter swing past the window in his Spider-Man costume. A few seconds later, Max flew past.

May rolled her eyes.

"Always something in this city."

* * *

"Why fight when we can race? First one to Brooklyn wins!"

Max responded with another lightning blast, which Peter avoided by letting go of his web line and leaping into the air. Somersaulting, Peter shot another web and twirled around on the end of it, allowing him the chance to shoot a web ball back at Max. The villain dashed out of the way before landing on the wall of the building.

His feet sent a shockwave into the metal, before attaching and allowing him to skate along the wall. Peter let go of his web line and dove downwards, putting some distance between him and Max. Having now reached the edge of Central Park, Peter shot out two webs at once and tugged hard on them, hurling himself into the park.

"YA CAN'T GET AWAY, SPIDER! THIS TIME, YOU AIN'T FIGHTING MAX DILLON! NOW YOU'RE FIGHTING ELECTRO!"

Max leaped off the building and held up his fists. He then landed on a tree, splitting it in two before slamming his fists on the ground. The electrical discharge set the tree's remains and much of the surrounding grass on fire, while also shredding his hoodie. Landing on the ground a couple dozen metres away, Peter then turned back and looked at Max.

Max took a couple steps forward as electricity arced around his whole body.

"Hand that canister over, before I really get mad."

"Don't suppose you wanna consider the two of us just taking a seat and talking this out like completely rational individuals instead of colourful superpowered beings with wacky monikers that try to beat each other into submission?"

Max fumed.

"No."

"Oh well. I tried."

Peter fired two web lines at once, latching them to both of Max's hands. Max roared as a pulse surged from his body, forcing Peter to jump over it. Firing off another quick web line that attached to the chest piece of Max's armour, he launched himself towards the villain and landed a double kick to his chest.

Bouncing off and flipping backwards, Peter fired another double set of web lines at Max's feet and pulled up, tripping him and leaving him on his back.

"Ugh!"

Landing on his feet, Peter tried to cover Max in webs, only for the villain to fire off another pulse, incinerating all the webs around him.

"Uh oh," said Peter.

Sprinting in the opposite direction, Peter then fired a web line into the air, only to watch with disappointment as it didn't attach to anything because there were no buildings in the immediate area.

"Right," he said. "Central Park. Great plan."

Sensing an energy beam heading right at him from behind, Peter performed a sideways barrel roll, dodging the beam and causing it instead to smash into another tree. He then jumped for a different tree and latched onto a high branch.

"The tree health and safety committee is probably gonna sue if you do that again!"

Peter jumped off of the branch as Max zapped it with another electricity shot. Cartwheeling and somersaulting to dodge a salvo of blasts, Peter varied his movements as much as possible, knowing that one miscalculation on his part could mean his death. But having honed his senses over so much time free-running around the city, he elegantly weaved through the barrage of Max's attacks.

Moving away from his foe, Peter once again found himself on the run, hoping that Max would soon be drained from wasting so many energy blasts. Looking forward, Peter gasped when he saw that he was now close to the area where the concert was taking place, and that hundreds of people were still congregated nearby, including multiple police vehicles.

Peter's momentary distraction from mentally processing the knowledge of his location was all that Max needed to toss a shot that hit the grass right under Peter's feet, blasting him off balance and causing him to crash into the ground.

"Agh!"

Max laughed as Peter bounced back to his feet.

"Keep dancin', Spider. See how long you last."

Shooting off a web line to the side, Peter pulled himself further away from Max and bounced off another tree. He was now fairly close to the crowd, and saw some of his friends and classmates, including Mary Jane. Several police officers, being led by Captain George Stacy, were trying to usher the crowd away from the battle.

"DeWolff! You're with me! Gonzalez and the rest of you, get the civilians out of here!"

George and DeWolff ran forward and aimed their weapons at Peter.

"Hands up!" said George.

Peter put up his hands.

"Hey! I'm not the bad guy here!"

"Who are you?!" asked DeWolff, furrowing her brow.

Peter was about to respond when he sensed Max charging at him from behind. Jumping into the air, he avoided shots from George as he flipped backwards over Max's head. Firing two webs at Max's back, he then tugged hard as he landed, pulling the villain back. Still holding the web lines, Peter then performed a sideways double kick that sent Max flying into a nearby tree.

DeWolff gasped as she lowered her pistol. George kept his weapon trained on Peter.

"On the ground!"

Peter looked back at George and shook his head. He then shot a web line at George's gun and yanked it out of his hand, throwing it away.

"Look, Captain. I know this is weird, but I'm on your side! So I'd really, really appreciate it if you didn't shoot me when I try to . . . ."

"SPIDER!"

Peter looked to the side as Max emitted another pulse from his body, destroying the tree he was thrown through. A large, flaming piece of the tree was launched into the air by the pulse, and headed towards the crowd. Most of the people fled out of the way, but Lily was bowled over and ended up on the ground.

She looked up in horror as the flaming tree fell towards her. Just before it crushed her, Peter snatched her off the ground and pulled her out of the way. Peter looked down at Lily, who gulped when she looked at his eyepieces.

"You okay?" he asked.

"Y-Yeah."

"Good."

Peter then jumped back into the battle as Lily got to her feet. Most of the crowd watched in awe as Peter and Max continued their battle.

"Oh my god," said Gwen.

"Who's the dude in tights?" asked Eddie.

"That's Spider-Man!" said Harry. "That's the guy I was telling you about!"

"Go, Spidey!" shouted Flash. "Kick his ass!"

"Wicked," said Mary Jane, watching Peter with a twinkle in her eyes.

Peter dodged a punch from Max before landing one of his own. Max tried to grapple Peter, only for the hero to leap over his head and deliver a kick to his back. Enraged, Max slammed one of his fists against the ground, creating a shockwave that Peter barely managed to roll away from. Max then tried to attack Peter with an electricity beam, only for the glow of his skin to darken.

Max groaned as he realized that he had exhausted himself of electric energy. He then looked around to see that he was surrounded by trees, with no electrical devices nearby.

"What's the matter?" asked Peter. "Gotta switch the batteries?"

Max fumed as he started running towards the edge of the park. Peter shot two web lines that latched to Max's back.

"Nope!" said Peter.

Peter pulled Max back towards him before throwing a forward punch against his face. No longer hurt by touching Max's skin, Peter followed up with a flurry of quick strikes that ended with a kick to the chest that knocked the wind out of the villain.

"BAM!" shouted Peter.

Max flopped to the grass and held onto his stomach in pain. As Peter wrapped Max's arms and chest in webs to keep him locked down, the crowd started to cheer. Peter looked over at the crowd and smiled behind his mask. Harry, Gwen, Eddie, Flash and many others were cheering. Lily gave him an awkward wave. DeWolff clapped. George folded his arms, but did offer Peter a nod.

But Peter's eyes were on Mary Jane, who blew him a kiss. She couldn't see it, but Peter's face turned just as red as his mask. He was so focused on Mary Jane that he didn't heed his senses.

It was a costly mistake.

One of Otto's tentacles grabbed Peter by the back of the neck and lifted him into the air. Another one seized the ISO-36 canister and tore it off of his web sling. With the canister secured, Otto slammed Peter's body against the ground as people screamed. DeWolff pulled out her pistol again and opened fire, but her bullets were deflected by Otto's force field.

The villain scowled at DeWolff before using one of his tentacles to bash her in the chest. She flew backwards and slammed against one of the police vehicles as George rushed to her side. Otto then held Peter's face up to his.

"Quite the display, Spider-Man," said Otto, grinning. "I had hoped that Electro would be enough to deal with you, but, old truths die hard. If you want something done right . . . ."

The tentacle holding Peter slammed him against the ground twice more. Mary Jane held her hands over her mouth as her eyes started to water. Peter cringed as the pain shot through every bone in his body.

"I find it rather fascinating that you continue to throw yourself into harm's way for the sake of others. Especially when you know that such behaviour would inevitably reach this end. Why subject yourself to this? You've lost. You're at my mercy. And this time, there's not an Avenger in sight."

Otto threw Peter away, and his body smacked against a nearby tree. Peter's legs felt like they were made of jelly as he struggled to get back to his feet.

"Defiant to the last," said Otto. "How admirable."

Otto aimed two of his tentacles at Peter, and they charged up with violet energy. As Peter stared at Otto, everything slowed down and his uncle's words once again echoed in his mind.

 _"I want you to remember something, Peter. Don't worry about whatever happens today. Life goes on, and what hurts you today? That might be just what you overcome tomorrow. Everybody learns and grows, and in the end, we all have to choose to do what we think is right. But no matter what happens, Peter, you'll never truly lose."_

 _"Why?"_

 _"You're a Parker, which means you're a winner at heart."_

Peter narrowed his eyes. The lights on the tentacles glowed brighter, indicating that they were about to fire. The crowd held in their breath. Otto widely grinned, confident that victory was in his grasp. Mary Jane felt her heart skip a beat. Peter tuned into his senses, and stretched out his fingers as he prepared for his final play.

Without warning, Peter reached for his belt and twisted the module on it, activating the light signal at maximum intensity. The light beam shined directly into Otto's goggles, and he yelled in pain as he placed his hands over them. His tentacles harmlessly fired their lasers into the air, thrown off by Otto's movement.

With Otto blinded, Peter took the opportunity to launch a web line directly at his face. Latching onto the villain's goggles, Peter then pulled down hard with both hands. Otto shouted as his face was forcibly smashed against the ground, instantly knocking him out. His tentacles flopped down, and Peter webbed them together.

Flipping Otto over, Peter then ripped the power module out of Otto's belt, causing the tentacles to shut down. As Peter stood up straight, the crowd erupted into another wave of raucous cheering and applause. George looked as a couple paramedics moved DeWolff into an ambulance on a stretcher.

"DeWolff. Is she . . . .?"

"She'll be fine," said one of the paramedics. "We'll take care of her."

George sighed with relief before turning back to the other officers.

"Alright, round up the metahumans. Sure Ravencroft is ready for a couple more."

As the officers hauled Otto and Max away, the crowd rushed for Peter. So many people were shouting at the same time that it was difficult to make out what they were saying.

"That was awesome!"

"Took a video! It's already blowin' up!"

"You're so much cooler than Daredevil!"

"Take off the mask!"

"Will you sign my shirt?"

"Who are you?"

Peter looked at Mary Jane when he recognized her voice.

"Who am I?" said Peter. "You know who I am."

Everyone quieted down as Peter looked at Mary Jane.

"I do?" asked Mary Jane, raising an eyebrow.

Peter then gave her a cheeky salute.

"Your friendly neighbourhood Spider-Man!"

With that, Peter jumped into the air and fired off a web line at one of the trees. Pulling himself towards the edge of the park, he then swung away using the buildings, with the entire crowd cheering and taking photos with their phones. As Mary Jane watched him swing off into the city, she held her hands together and smiled.


	12. Somebody

Earth-717: Spider-Man Vol 1

Chapter 12: Somebody

"You saw this?"

Peter rubbed the back of his neck.

"Well, sorta. It was hectic. But yeah, some of it."

"Wow," said May.

Peter and May looked back at the television, which was showing a news report on the battle between Spider-Man and two supervillains in Central Park.

". . . . yesterday's top story, where a relatively new figure in the New York vigilante sphere, known only as Spider-Man, protected a crowd that had gathered for a Dazzler concert from two metahumans, who have since been identified as Doctor Otto Octavius and petty criminal Max Dillon. Eyewitness reports from the scene indicate that Spider-Man's interference saved several lives, including Midtown High student Lily Madison and NYPD officer Jean DeWolff. Captain George Stacy had this to say on the matter."

The video switched to an interview with George that had been recorded soon after the event. Several microphones were held up to him.

"Vigilantes are still technically operating outside the law, but I can't deny that Spider-Man saved lives here today. So, wherever Spider-Man is, whoever he is, I just want to thank him."

"Other public figures aren't as convinced of Spider-Man's heroism, including Daily Bugle Editor-in-Chief, J. Jonah Jameson . . . ."

The video switched again, this time to a man whose face Peter would never forget.

"Hero?! You call that red-and-blue vigilante a hero?! He's an outlaw like the rest of them! Wears a mask, shoots webs from his hands and jumps around the city like he owns the place! The police were on the scene, ready to do their jobs, and this wall-crawling punk thought he knew better?! That doesn't sound like a hero to me! That sounds like a criminal! A villain! No, I got it! A MENACE!"

Peter gulped as Jonah turned away from the camera. May shook her head. Footage and images of Spider-Man swinging through the city were then shown.

"But what all of the city is now asking is, who is this mysterious Spider-Man? Where did he come from? And why does he conceal his identity? In a world that already has the Avengers, the Fantastic Four and the X-Men, how will Spider-Man factor in? You can be sure we'll be keeping a close eye on him the next time he swings through New York."

May chuckled as she turned down the volume on the television.

"He swung past the hotel."

Peter raised an eyebrow.

"He did?"

"Yeah. Saw it from the window. Chased by the electric guy."

"Cool."

"Doesn't even faze me anymore. This city is full of that kind of stuff. Remember when the giant monster tore through? I thought we were in one of those Japanese movies. I couldn't look away. Now? I would just shrug and keep walking."

"Heh. Yeah."

May looked at the time on the television before giving Peter a light slap on the shoulder.

"What are you still doing here? Get to school! You'll be late."

"Okay, okay! Jeez, lady."

"Scram, you little jerk."

Peter picked his backpack off the floor and threw it around his shoulders. May looked back at the television as Peter closed the door behind him.

* * *

"Let me outta here!"

Max smashed his fists against the containment wall, but they bounced off and had no effect. He had already tried shocking them, but his energy attacks barely left a scratch. He was trapped inside of a square cell inside of Ravencroft, with the wall facing the hallway being transparent. Fitz and Simmons smirked as Max punched the wall a few more times before falling to the floor.

"Yeah, that was never gonna work," said Fitz. "Specially designed durable plastic. Very resilient. Non-conductive. You're not getting out unless we say so."

"Nice work, Fitz," said Simmons.

Simmons held out her fist, and Fitz pressed his against hers. Simmons then looked down at her datapad and tapped a couple of buttons on it.

"I'm going to have quite a bit of fun analyzing your biology, Mister Dillon. Oh, pardon me. Electro. I'm very interested in seeing how your cross-species DNA operates. Human and electric eel sequences spliced together? Riveting stuff, that."

"Screw you," said Max.

Simmons disregarded Max's comment.

"In the meantime, you have a visitor."

Fitz and Simmons walked out of the hallway as Max raised an eyebrow. He then felt his heart sink as Henry stepped into view. Henry's eyes were already watery, and he simply frowned with despair as he looked at what Max had become.

"Henry."

Henry said nothing. Max got back to his feet.

"Henry . . . . I . . . . I didn't, I never wanted . . . ."

Henry still said nothing. Max looked down in shame.

"I'm sorry," said Max. "I'm sorry."

Henry took in a deep breath. Max and Henry looked at each other for a few silent moments. Henry then closed his eyes and turned to walk away as Max started to cry.

* * *

In another section of Ravencroft, Otto sat in the middle of his cell with his arms folded. His belt was still attached to his waist, but the power module had been stored elsewhere and the tentacles were clamped down with titanium cables. Although he was sitting in silence, he was already calculating his next moves in his head, including an escape plan that he began formulating as soon as he arrived.

His concentration was broken when someone tapped on the cell wall with their knuckles.

"Otto?"

Otto looked up to see Curt Connors standing outside of his cell.

"Connors."

"So this is what's become of you."

Otto fumed, but otherwise didn't respond.

"I had to see for myself," said Curt. "And to say that I'm sorry for what happened. But I wasn't going to allow my work to go to waste."

"It was our work."

Curt used his one arm to take off his glasses.

"Not anymore. We can't allow one of the most prominent researchers behind this technology to be a known felon. We're striking your name from all notes and records. It's a unanimous decision amongst the team, and Osborn agreed. I wanted to tell you in person."

"Get out."

Curt sighed as he placed his glasses back on.

"Goodbye, Otto."

Otto said nothing as Curt left. He simply stared forward and resumed his planning.

* * *

Peter smiled as the voice of Dazzler came on over the radio on the bus.

"And this one goes out to my new friend Spider-Man, who showed all of New York City last night what a real hero looks like. This one's for you, baby."

As Dazzler started singing her song, Mary Jane gently elbowed Peter in the side.

"Ow."

"Just makin' sure you're not too shook up," said Mary Jane. "Gettin' lost in the crowd."

Peter held his hands out in a pleading gesture.

"There was a lot going on!"

"Sure, bud. Sure."

The bus arrived at Midtown High, and the students all piled out. It wasn't long before Peter and Mary Jane were reunited with Gwen, Harry and Eddie, and they all started reminiscing about the previous night's events. But as the day went on, Peter realized that the entire school was talking about Spider-Man, and how spectacular it was to have seen him in person.

"It was amazing! He took them down like nothing!"

"Never saw anything that crazy in my whole life!"

"You guys think he might be a mutant?"

"I got pictures! Look!"

"How old do you think he is?"

"He should join the Avengers!"

"I bet he's so dreamy under that mask!"

"Think I got a new favourite."

Peter nearly choked on his food when he heard Mary Jane say that.

"Whoa," said Eddie. "Breathe, boy."

"You okay?" asked Gwen.

Peter pounded his fist against his chest a couple times. He then swallowed and took a breath.

"Y-Yeah. I'm good. Peachy."

"Slow down, Tiger," said Mary Jane, chuckling. "That sandwich will still be there in a couple minutes, you know."

"Uh huh. So, what were you saying?"

"She has a new favourite hero," said Gwen. "Spider-Man."

"He's everyone's new favourite now," said Harry. "Probably because we actually got to see him in person."

"Only sorta," said Eddie. "Still don't know who the guy is."

"Kinda makes it more exciting," said Mary Jane, smiling. "He's got a secret. Why does he do it? Why does he hide his identity? What drives him? Wish I could find out."

"So what happened to you being a Cap girl?" asked Gwen.

"Still am. I'll always love Cap. But Spidey? Hmm. He's somethin' else."

Peter smiled to himself.

* * *

"I'm home, Anna!"

"Alright!" said Anna, calling from her room. "Good day at school?"

"Yeah," said Mary Jane. "Pretty good."

Mary Jane stepped inside her room and closed the door behind her. Tossing her bag to one of the corners, she then looked out the window at the city. It wasn't the place where she grew up, but it was the place where she would be for the foreseeable future. She wasn't sure if she was ready to call it home, but for the first time since she arrived, she didn't feel out of place.

She was about to sit down when she heard a light tap on the window. Blinking and raising an eyebrow, she turned back to the window and saw nobody there. She walked up to the window and opened it, still seeing no one. She stepped out onto the fire escape and looked around.

"Hey."

Mary Jane gasped. She spun around and looked up to see Spider-Man clinging to the wall above her. She placed a hand on her chest and smiled.

"Spider-Man!"

Spider-Man jumped off the wall, performed a somersault, and then landed on the fire escape's railing in a crouched position. Mary Jane laughed.

"Just making sure you knew it was really me," he said.

"Holy . . . . uh, yeah."

"You okay?"

Mary Jane nodded.

"Wanted to check up on you," he said. "I know last night got kinda crazy. But uh, in all that, I also wanted you to know that I noticed you. And I appreciate you thinking kindly of me. So thank you."

"How did you know?"

"The way you looked at me. The way you're looking at me now."

Mary Jane blushed and looked down for a moment.

"You're welcome," she said. "So you came all that way just to check up on me? How'd you even know I was here?"

"I know more about you than you think. And you know more about me than you know. And I figured that maybe there is at least one person out there who I can trust."

Mary Jane tilted her head slightly to the side. Spider-Man then reached for the top of his mask. He grabbed the material and pulled down, revealing his face. Mary Jane's jaw dropped when she saw who it was.

"Peter?!"

"Hi."

"What the fu . . . ."

THE END

Spider-Man Will Return

* * *

Epilogue

"All the records have been modified?"

"Yes sir."

"And all of his personal files deleted?"

"As you asked."

Norman nodded at Curt.

"You've done a fine job, Doctor. Go home, spend the weekend with your family. Tell Martha and Billy I say hello."

"I will."

"I'll see you on Monday."

Curt nodded and walked out of the office. Norman sat down at his desk and opened his computer. He started looking through the latest classified updates from his project folders, including one that showed that the base form ISO-36 canister had been safely returned to the genetics vault. He then scrolled down to the bottom, which showed a project that required an extra password to unlock.

-PROJECT VERDANT-

Norman typed in the password, and the folder opened to reveal all of the data. He narrowed his eyes as he looked over the project files.


End file.
